BBVA and Sabadell lock horns over bid take-up as Zurich rejects offer

By Jesús Aguado

MADRID (Reuters) -Sabadell's second-largest investor, Zurich Insurance, said on Tuesday it would not back a hostile bid for the Spanish bank from bigger rival BBVA, as the two sides stepped up a war of words over whether BBVA's offer might prevail.

Following Zurich's announcement, the CEO of Sabadell predicted that BBVA would fall short of gaining enough support for its takeover offer. However, BBVA said initial evidence showed it would easily push past the 50% threshold.

BBVA's hostile pursuit, dating back to April 2024, has turned into one of the most bitter M&A battles in Spain in recent years. Sabadell investors have until October 10 to decide on the offer.

Aiming to create one of Europe's largest lenders, BBVA last month upped its offer to 16.8 billion euros ($19.6 billion), despite widespread government opposition and restrictions that would prevent it from merging the two entities for three years.

ZURICH SAYS BBVA OFFER IS NOT ATTRACTIVE

Zurich Insurance, with an around 5% stake in Sabadell, said that it did not intend to tender its shares, calling BBVA's offer unattractive.

The other large investor to come out publicly is Sabadell board member David Martinez, who owns about 3.8% and said last week he would accept BBVA's offer.

BBVA needs to secure support from owners of at least 50.01% of Sabadell shares, though it can lower the threshold to 30%.

If BBVA removes the 50.01% condition and secures between 30% and 50%, it would be required to submit a second mandatory cash offer for the remaining shares at a price set by Spain's stock market supervisor.

Sabadell CEO Cesar Gonzalez-Bueno told Reuters that, based on partial data from acceptance levels, the take-up could be in the region of the low 30%s.

"The risk of a second takeover bid is extremely high as they (BBVA) won't reach reach 50%," Gonzalez-Bueno said.

In contrast, BBVA's CEO Onur Genc on Tuesday reiterated that the lender was "very comfortable" it would reach 50%.

Analysts are divided on the likely outcome, and shareholders often wait until the final days to tender.

Both sides are also briefing about whether BBVA would need to raise fresh capital to complete a mandatory cash offer. Genc told Reuters on Friday it had 8 billion euros in spare cash - an amount BBVA thinks will be enough.

With both banks launching last-ditch efforts to succeed, Sabadell on Tuesday urged Spain's market supervisor to demand detailed disclosures from investors backing BBVA's bid, accusing some of trying to influence the outcome by going public.

The supervisor declined to comment.

BBVA has accused Sabadell staff at branches of making it difficult for the bank's small shareholders to tender their shares, something Sabadell says is not true.

($1 = 0.8579 euros)

(Reporting by Jesús Aguado. Additional reporting by Oliver Hirt and Emma Pinedo. Editing by Tommy Reggiori Wilkes and Mark Potter)