The CNMV asks the Government to review the takeover law
The National Securities Market Commission (CNMV) has urged the Government Spanish to update the takeover regulations“which has been fully useful for regulating operations, but an edition is necessary.” He has been the president of the organization, Carlos San Basiliowho has put on the table the need to undertake a reform. “We have identified some areas where it might make sense to review it,” he said during his participation in a forum organized by Delloite and Inverco.
Saint Basil performs these statements after the failure of BBVA’s takeover bid on Banco Sabadell, on which the Executive had imposed restrictions, by vetoing the merger for at least three years under these regulations. Their statements are in line with those of the banking sector. The president of the group of Basque origin, Carlos Torres, has left a message to the Council of Ministers to “give a refresher” to the takeover bid regime. “Throughout the process there have been certain articles of the regulations that are not clear enough and they are subject to interpretations and ambiguities, in addition to the fact that there are certain situations that are not well covered,” he explained. The CEO of CaixaBank, Gonzalo Gortázar, spoke earlier.
The CNMV detects problems in some parts of the text, such as the one that refers to “the offeror when in reality it talks about the takeover bid” and the opposite. However, where it has encountered the most problems has been in the interpretation of the rule when calculating the price of a second takeover bid. Article 9.2.e has been one of the main points of contention between BBVA and Banco Sabadell.
The operation brochure, BBVA explained that in this eventual scenario Article 9.2.e of the takeover bid regulations prevails, which establishes that when the acquisition has been made through an exchange, the price will be calculated as the weighted average of the price on the day of purchase. The discrepancies lay in the reference when determining the exact moment of the acquisition, whether when the settlement of the offer occurred or at the end of the acceptance period.
The president of the supervisor has commented that the modification of these laws corresponds to the Ministry of Economy, Commerce and Business, which is the one that has the powers. “We would like to clarify some drafting errors in the takeover decree,” he said after showing his willingness to support the department headed by Carlos Cuerpo.
Last July, the European Commission opened an infringement file against Spain, considering that the regulations used to evaluate and establish the requirements established in the OPA violate several laws. It is about the Law 15/2007 on Defense of Competitionwhich he believes should be used “correctly”; Law 10/2014 on the organization, supervision and solvency of credit institutions, as well as the capital requirements directive.
Economy has until the end of October to respond after Brussels has granted it a six-week extension. The request for this ‘extra’ period is a possibility that Brussels contemplates when the changes required are large-scale. If the Spanish Government finally chooses not to take a position, the European Commission may issue a reasoned opinion and, If necessary, refer the matter to the Court of Justice of the European Union for alleged violations of European Union Law.
