MADRID (Reuters) -Sabadell shareholders on Wednesday unanimously approved the sale of its British unit TSB to Santander, which analysts said was a defensive move to try to stop BBVA’s around 15 billion euro ($17.36 billion) hostile takeover bid.
Sabadell agreed last month to sell TSB to Santander for an initial 2.65 billion pounds ($3.64 billion) in an all-cash deal.
The sale would allow Sabadell to focus on the Spanish market, “where the bank has a greater growth capacity”, Chairman Josep Oliu told shareholders before the vote.
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.
BBVA last year made a hostile takeover bid for Sabadell in shares that originally valued Sabadell at 12 billion euros. That value has increased to about 15 billion euros as the banks’ share prices have diverged since the offer was first made.
While Sabadell’s management opposed the deal from the beginning, Spain’s anti-trust regulator approved the deal with some minor remedies and the government imposed as a condition that the two banks had to remain separate for at least three years.
Oliu said the government’s condition would prevent synergies from being generated and told shareholders to consider risks arising from the integration process when deciding whether to accept BBVA’s bid.
Sabadell plans to hand most of the cash it will get from the TSB sale to its shareholders as a special 2.5 billion euro dividend, which will be submitted to shareholders in another vote later on Wednesday.
Sabadell had bought TSB in 2015 for 1.7 billion pounds ($2.26 billion), Oliu told the assembly.
Responding to questions from shareholders, Sabadell CEO Cesar Gonzalez-Bueno said BBVA’s future prospectus needed to be transparent and to make clear whether Sabadell shareholders will receive 25% of the bank’s stock market value over the next 12 months or 40% over three years.
($1 = 0.8639 euros)
($1 = 0.7528 pounds)
(Reporting by Jesus Aguado and Inti Landauro; Editing by David Latona)
