European Event-Driven Analyst

Jesus Rodriguez Aguilar

Jesús is an Insight Provider (Event-driven) on the Smartkarma network, where he looks across sectors at opportunities arising from securities mispricing (both credit and equity), share classes, bid announcements, prospective bids, and special situations. He has served as Economic and Business Advisor at the Spanish Congress in Madrid. Prior to that, he has worked in the City of London: as a Credit Analyst at Bloomberg; Event-driven associate at former boutique European Research; and doubled as Special Situations and Equity-linked VP (convertible bonds) at Merrill Lynch. Jesús has an MBA from the London Business School, a BA (Hons.) degree in Economics from the Complutense University in Madrid, and a BA (Hons.) in Law from U.N.E.D., also in Madrid.

BBVA Files Hostile Offer: Conditions, Defences and Probabilities

Event-Driven

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<a href="https://www.smartkarma.com/entities/banco-de-sabadell-sa" target="_blank" data-smartkarma-citation="entities:21295:1" rel="noopener">Banco De Sabadell Sa (SAB SM)</a> 's (Sabadell) share price soared 24.59%  as investors discounted its acquisition by <a href="https://www.smartkarma.com/entities/banco-bilbao-vizcaya-argentari" target="_blank" data-smartkarma-citation="entities:21251:1" rel="noopener">Banco Bilbao Vizcaya Argentari (BBVA SM)</a> before the announcement, and Tuesday's earnings of the Sabadell share price indicate that the market discounts a 30% premium over Friday's price.
Hours after the deal announcement, BBVA confirmed that it is holding talks with representatives of Sabadell for a potential merger between the two entities, as confirmed to the National Securities Market Commission (CNMV) in a relevant event notice.
Now the situation has changed for BBVA, which is in the drivers seat due to both a recent share price boost (pre-sale to PNC) and the proceeds from the sale to PNC, which increase its capital levels. Therefore BBVA is opportunistically proceeding before a vaccine-based economic recovery and timing both the sale to PNC and a potential acquisition of Sabadell to simultaneously happen.
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The new entity would be the second largest in the Spanish market with assets valued at €596 bn, just behind the new CaixaBank-Bankia, and far ahead of Santander, which would occupy the third position.
An integration with Sabadell would reduce BBVA's exposure to emerging markets, while Sabadell is in a highly vulnerable position (balance sheet and profitability, ROE 1.5%), two good reasons why I believe that this deal will go ahead.
The operation makes sense, especially for BBVA, because Sabadell has lost more than 60% of its market value YTD, while BBVA has fallen by half, at 30%. At the beginning of 2020, BBVA was worth 5x Sabadell whilst now it is 10x Sabadell.
From my calculations, a cash deal should be preferred by BBVA on an EPS basis: 20.4% higher EPS achieved through the integration of Sabadell on 2023, vs. 7.0% in a paper deal.
By acquiring Sabadell at a 40% premium, BBVA would be doing a very good business, especially after selling its bank in the US for 9.7 billion euros and taking over Sabadell for around €2.7 bn. BBVA could even afford paying north of a 50% premium.
Recommendation is LONG Sabadell, TP 0.476 (8% spread to closing price on 18 November).
(please read on for deal maths)


Banco De Sabadell Sa (SAB SM) 's (Sabadell) share price soared 24.59%  as investors discounted its acquisition by Banco Bilbao Vizcaya Argentari (BBVA SM) before the announcement, and Tuesday's earnings of the Sabadell share price indicate that the market discounts a 30% premium over Friday's price.
Hours after the deal announcement, BBVA confirmed that it is holding talks with representatives of Sabadell for a potential merger between the two entities, as confirmed to the National Securities Market Commission (CNMV) in a relevant event notice.
Now the situation has changed for BBVA, which is in the drivers seat due to both a recent share price boost (pre-sale to PNC) and the proceeds from the sale to PNC, which increase its capital levels. Therefore BBVA is opportunistically proceeding before a vaccine-based economic recovery and timing both the sale to PNC and a potential acquisition of Sabadell to simultaneously happen.

The new entity would be the second largest in the Spanish market with assets valued at €596 bn, just behind the new CaixaBank-Bankia, and far ahead of Santander, which would occupy the third position.
An integration with Sabadell would reduce BBVA's exposure to emerging markets, while Sabadell is in a highly vulnerable position (balance sheet and profitability, ROE 1.5%), two good reasons why I believe that this deal will go ahead.
The operation makes sense, especially for BBVA, because Sabadell has lost more than 60% of its market value YTD, while BBVA has fallen by half, at 30%. At the beginning of 2020, BBVA was worth 5x Sabadell whilst now it is 10x Sabadell.
From my calculations, a cash deal should be preferred by BBVA on an EPS basis: 20.4% higher EPS achieved through the integration of Sabadell on 2023, vs. 7.0% in a paper deal.
By acquiring Sabadell at a 40% premium, BBVA would be doing a very good business, especially after selling its bank in the US for 9.7 billion euros and taking over Sabadell for around €2.7 bn. BBVA could even afford paying north of a 50% premium.
Recommendation is LONG Sabadell, TP 0.476 (8% spread to closing price on 18 November).
(please read on for deal maths)

BBVA-Sabadell "Merger" Conversations, Deal Numbers

Banco De Sabadell SA

BBVA-Sabadell "Merger" Conversations, Deal Numbers