Murder in the Central Committee

Thursday afternoon. Banc Sabadell board meeting, chaired by Josep Oliu, to reiterate its rejection of BBVA's takeover bid for the Catalan financial institution. A priori, a quiet session. The bank chaired by Carlos Torres has not improved its offer, and the matter is reduced to updating the negative vote by the same parties over a year ago.

The situation hasn't changed. However, one of the board members, David Martínez, the bank's largest individual shareholder, is breaking the united front. The Mexican votes against the takeover bid, but not for the same reasons as the rest. He buys BBVA's argument, is in favor of the operation, and asks the government to reverse its decision to impose conditions (when this latter decision was largely motivated by pressure from the bank on whose board he sits and the social environment in which he does business), but disagrees with the price.

Some Sabadell directors would remember the novel when listening to their Mexican shareholder.

More than one person must have remembered Murder in the Central Committee, the novel by Manuel Vázquez Montalbán, in which the Secretary General of the Spanish Communist Party is assassinated, a victim of internal struggles between factions of the Stalinist organization. All the bank's other directors, in addition to the price, have been arguing for months and months that the merger pursued by Torres and his team is also disastrous for Catalonia, Spain, SMEs, and the banks involved in the operation. And Martínez goes on and says he's only thinking about the price.

The truth is that at this point in the battle, price will be the determining factor. A priori, BBVA's position seems unsustainable. Based on this calculation, it is now around 10% more profitable to sell Sabadell shares on the stock market than to accept BBVA's offer.

Some of Sabadell's long-time shareholders, those who still remember when the stock surpassed 9.5 euros back in early 2007 and who never forgive, will have already closed that sale without waiting to see what will happen when the proposed purchase ends. They saw the stock at its highest level in many years, 3.36 euros yesterday, and wanted to turn the page.

Although haste always has risks. This week, despite Torres's lapidary words ruling out any further increase in the offer price, Sabadell shares have continued to rise: 5%, compared to 3.74% for BBVA. It doesn't seem like the defectors are in the majority. The idea of ​​waiting and seeing prevails. After so many years of resignation, why not wait a few more days?

Where is the limit? Since the Basque bank presented its offer in May of last year, the Catalan bank's shares have skyrocketed. And compared to the first merger negotiations, this time peaceful, between the two entities, the increase has been spectacular. We'll have to wait and see where it ends.

Meanwhile, Torres's refusal to raise the price doesn't seem to be buoying expectations of a successful takeover bid. The banking executive suggests that the markets will reward his consistency and firmness in staying on course without wavering or concessions. Depending on how you look at it, one might also think that it has been part of BBVA's culture since the days of Francisco González, a hesitant Galician who let major deals slip through the net that his rival Emilio Botín didn't hesitate to grab on the fly, even if it meant paying the unthinkable. A bit like the British TSB, in this case with Ana Botín as the daring protagonist.

But for now, no one believes him. Analysts, traders, investors, and shareholders don't believe his arguments. They're waiting for a new price.

Either that, or the Basque bank's executives have come to the conclusion that the institutional shareholders of both banks are in favor of their transaction and don't want to take money from one side to invest in the other. In other words, if they're in both, whatever extra profit they make in one they'll keep in the other. You know, there's no takeover bid in which both parties maximize their chances of making money.

Like in a football match, both sides, in Sabadell and Madrid, predict a landslide victory for their own cause. But behind the self-serving propaganda, doubts and calculations are fraying their nerves.