The work, titled Secretos de una opa feroz (Secrets of a Fierce Takeover Bid), explores how Banco Sabadell exploited deficiencies in public acquisition offer (OPA) legislation to resist the attempted takeover. According to the author, the entity knew how to find the weak points in the regulations to frustrate the operation.
Among the book's revelations is the intention of a Mexican investor, who resigned as a proprietary director last November, to sell his 3.86% stake in Banco Sabadell through an accelerated stock market placement. This investor was the only board member who supported BBVA's operation at the time.
“"It is logical that he would divest once he has collected the extraordinary dividend from the sale of TSB. The capital gains he will have will be enormous because he bought a large part of the shares when they cost around 1 euro, and now Sabadell trades above 3."
The book also details the negotiations that the president of Banco Sabadell held with shareholders of Unicaja and Abanca to explore alternative mergers to BBVA's OPA. While there was no reciprocity with Unicaja, significant progress was made with the Galician entity, although the operation ultimately did not materialize due to doubts about shareholder support.
The author considers it
“"very probable that in two or three years the president of Sabadell will try another friendly merger with one of these two banks"
and that in the short term the bank will seek a strategic partner as a shareholder, such as Zurich. Furthermore, she does not rule out that a foreign bank could acquire Sabadell, as the entity has had to reduce its size to survive the OPA.
Regarding the takeover bid law, Lander describes it as
“"confusing"
especially in aspects such as the calculation of the fair price in second operations. Although a review of the regulations was proposed, the author sees it as
“"complicated"
to happen in the short term given the current parliamentary arithmetic.
The book emphasizes the importance of politics in business disputes and highlights the role of the president of Banco Sabadell, a veteran banker with a long career and seventeen mergers under his belt, who
“"knows how to move well in power circles, among high Catalan economic elites, and build complicities. That's why he won."
Finally, the work also addresses the departure of the former CEO of Banco Sabadell, whose importance was
“"capital"
in the outcome of the OPA. The journalist suggests that his departure is due to the
“"brutal wear and tear"
experienced and his aspirations to preside over the bank, a goal he might have seen as further away than he expected.
