Banking risk

Bbva and UniCredit, different twins: the takeover bid on Sabadell also under government scrutiny

Bbva's bid for Sabadell has many similarities with UniCredit's bid for BancoBpm: after Antitrust findings, now Spanish government spotlight

by Alessandro Graziani

4' min read

4' min read

The takeover bid launched in Spain by Bbva on Banco Sabadell, a transaction 'twin' in many respects to the Italian one by UniCredit on BancoBpm, is about to cross the hard peak of the Madrid government's Golden Power. And it won't be a walk in the park, if the Iberian executive keeps faith even in the formal decision with the bombastic declarations of clear opposition to the operation made so far.

The launch of the takeover bid by Bbva, a Spanish banking giant with a market cap of around EUR 72 billion, on the smaller Banco Sabadell (EUR 14 billion) was almost a year ago. The authorisation process at European level was swift. But not that of the Spanish Antitrust Authority, which took the time to extend its examination of the deal to Phase 2. This phase requires a more in-depth examination of the deal for internal competition purposes, but is also the necessary step for the Spanish government to have the final say on the go-ahead for the transaction.

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In the event of a thorough screening by the Antitrust Authority, in fact, an Iberian law (approved at the time of the centre-right executive led by Mariano Rajoy) delegates to the Moncloa the power to approve the merger between two banks. The government cannot block the acquisition, but it can prevent - in the name of national strategic interest - the aggregation between the two entities. A possible rejection of the merger or the introduction of conditionalities could make Bbva withdraw from the acquisition since, without a merger, most of the hypothesised synergies would be lost, making the deal less economically advantageous. The final meeting of the Antitrust Commission was convened for yesterday but was suspended in the course of proceedings due to the electricity blackout that affected the entire country. Already tomorrow the Authority is expected to meet again to give its conditional go-ahead.

After the conditional OK from the Iberian Antitrust Authority, the procedure is that the dossier is sent to the Ministry of Economy, which will have 15 days to decide whether to transfer the matter to the Council of Ministers. If this happens, the government will have one month to decide whether to approve, reject or condition the merger project. If the procedure takes the maximum time available, Moncloa's decision could therefore come in mid-June.

The opposition of the Spanish and Italian governments is not the only common element in the two hostile Ops that seem to be travelling on parallel tracks and are, in many ways, twins.

So are the status and size of both the aggregator banks and those trying to escape the merger. In Spain, Bbva is the second largest group by market capitalisation (around EUR 72 billion) behind the leader Santander (EUR 99 billion). Similarly, UniCredit is the second Italian bank by market value (80 billion) behind the leader Intesa Sanpaolo (83 billion).

The market value of the two prey is similar and is between 14 and 15 billion. This is not the only similarity. Both target banks are coveted because they are well established in the richest areas of the two countries: Sabadell in Catalonia, BancoBpm in northern Italy and in particular in Lombardy and Veneto.

And again: both acquisitions, if successful, would define an almost definitive arrangement of the competitive structure in the banking systems of Spain and Italy. The Madrid government, through the Ministry of the Economy, has repeatedly stated that it is against the merger between Bbva and Sabadell precisely because of the risk of creating a banking oligopoly in Spain to the detriment of customers. On the other hand, the Bbva argues that the territorial overlaps are below the antitrust thresholds. Another element contested by the Iberian government is the destruction of jobs that the merger would cause, more than at the level of the two branch networks, in the general management structures. Defence of competition and employment levels seem, therefore, to be the two pillars of the Spanish government's opposition to try to stem Bbva's expansionism.

Among the objections to Bbva's takeover bid there is also one similar to the one that the Italian government imputes to UniCredit in its attempt to take over BancoBpm. In Spain, so far more from Sabadell's top management than from the government, alarm has been raised over the risks that Bbva's international presence could export to Sabadell. In particular, according to local critics, the dangers would come from the maxi-exposure to the Mexican economy, judged claudicant after Donald Trump's arrival to the US presidency. Although in a different geopolitical context, similar fears have led the government of Rome to make use of Golden Power, justifying it also with the foreign risks that the group led by CEO Andrea Orcel would bring to BancoBpm. In this case we are not talking about Mexico as with Bbva, but Russia: Country in which UniCredit is still present, despite the solicitations received from Bce to exit.

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