Sabadell's CEO says sale of TSB would complicate BBVA's bid for lender

MADRID (Reuters) -The potential sale of Sabadell's British unit TSB to Santander could further complicate BBVA's hostile takeover bid for the lender, Sabadell CEO Cesar Gonzalez-Bueno told analysts on Wednesday.

The decision to dispose of TSB offers Sabadell a potential defensive play as it seeks to stop BBVA's takeover approach, aimed at creating Spain's second-biggest bank by credit volume after Caixabank.

BBVA Chairman Carlos Torres said last month the bank could withdraw its offer for its smaller rival if it is forced to accept the sale of TSB, though it subsequently decided to proceed.

Santander said on Tuesday it had agreed to acquire TSB for an initial 2.65 billion pounds ($3.64 billion) in an all-cash deal, subject to approval by Sabadell shareholders.

Sabadell said proceeds from the sale would be used to fund a 0.50 euro per share extraordinary cash dividend, equivalent to 2.5 billion euros ($2.94 billion), in addition to 1.3 billion of ordinary dividends expected to be paid from 2025 earnings.

Gonzalez-Bueno said that though the sale was not a poison pill, as it is independent of the BBVA bid and done to create value for shareholders, "it obviously makes the takeover bid more difficult or means that (bid) has to be higher."

BBVA, which has always ruled out sweetening its offer for Sabadell, on Monday said it would proceed with its around 14 billion euro bid for Sabadell despite the Spanish government effectively blocking it from fully merging with Sabadell for at least three years.

Following the deal, shares in Sabadell were up more than 5% by 0942 GMT, while shares in BBVA rose 1.7%.

BBVA declined to comment on Wednesday on the impact of TSB's sale on its bid.

Sabadell's CEO said he expected shareholders to approve both TSB's sale and an extraordinary 2.5 billion euro cash distribution on August 6, but would comply with guidance from the Spanish stock market supervisor on whether both would be possible.

In Spain, legislation requires the governing bodies of a company targeted in a takeover bid to request shareholder approval before promoting or taking any action that might prevent an acquisition from succeeding.

Gonzalez-Bueno said the TSB sale process had not been initiated by Sabadell but by a third party, but that that was irrelevant to whether shareholders would approve the deal.

($1 = 0.8497 euros)

(Reporting by Jesús Aguado; Additional reporting by Emma Pinedo; Editing by Jan Harvey)