Il bbva he made it: thehostile takeover bid su Banco Sabadell will take starting on Monday 8th September and it will remain open until Tuesday, October 7thThe Basque bank announced this immediately after obtaining the green light from the Comisión Nacional de Mercados y Valores (CNMV), the Spanish market regulator. The Catalan bank's shareholders will now decide whether to accept the offer, which would transform BBVA into Spain's second-largest banking group, just behind CaixaBank.
The president of BBVA, Carlos Torres, enthusiastically welcomed the approval: "From September 8th, you can become a shareholder in the European bank's most interesting project, under very favorable conditions. With the merger, the profit per share will be 25% higher than you would otherwise receive," he explained, emphasizing that Sabadell, following the offer, achieved an exceptional valuation, the highest in the last decade.
BBVA-Sabadell: details of the offer
The BBVA offer includes a mixed exchange: a new ordinary Bbva share plus 0,70 euros in cash for every 5,5483 shares of Sabadell, for a total valuation of approximately 17,4 billion euros according to current prices. After the payment of Sabadell's interim dividend (0,07 euros per share), the prospectus was updated to maintain the economic equivalence of the offer, and the CNMV deemed it "sufficient". market reaction was contained: the title BBVA gained 0,4%, while Sabadell's share price rose 0,37%, confirming that the premium offered remains substantially unchanged. The acceptance period will last 30 days, during which the bank led by Torres maintains its position. a minimum membership threshold of 50,1%, although thanks to the approval of the American SEC it could reduce it to 30% if membership still guarantees it control. Furthermore, up to five days before of the closure, the bank will be able to improve the terms of the offer to convince more shareholders to say yes, a mechanism designed to maximize the chances of success of one of the most anticipated operations in the Spanish banking landscape.
BBVA's strategy in the hostile takeover bid for Banco Sabadell
The Basque institute had in fact also hypothesized the possibility of acquiring only 30% of Sabadell, lowering the minimum threshold expected from 50,1%. This scenario was also made possible thanks to the recent approval by the US SEC, which granted three exemptions requested by BBVA to align the timing of Spanish and American legislation on public takeover bids.
However, BBVA has specified that it will waive this minimum threshold only if, at the closing of the takeover bid, the number of shares offered and not withdrawn will reach 30% of the voting rightsUnder Spanish law, if the shareholder base remains between 30% and 50%, BBVA will still be required to launch a full takeover bid within one month of the closing of the offer.
Since it is also listed in the United States, the bank had to obtain approval from the SEC to align the timing of its takeover bid with American regulations, avoiding regulatory hurdles while trying to conquer its Catalan rival.
BBVA-Sabadell: The long and winding path of the offer
The approval of the prospectus by the CNMV comes after a 16-month long wait: a long time has passed since BBVA knocked on Sabadell's boardroom door with a merger proposal, which was firmly rejected. Despite the "no," BBVA did not give up: on May 9, 2024, it announced its intention to launch a takeover bid for the entire Sabadell district and a fortnight later submitted the prospectus for the hostile takeover bid.
Since then, the operation has had to overcome numerous bureaucratic obstacles. ECB gave the green light on September 7, 2024, while the Spanish authority took more than ten months to authorize the offer, imposing significant constraints: credit protection for SMEs, a ban on branch closures in certain areas, and the maintenance of commercial conditions.
Then came the Spanish government by Pedro Sánchez: the cabinet authorized the operation on June 24, but with restrizioni severe, such as the ban on BBVA merging the two banks into a single bank for at least three years (extendable to five), to protect Sabadell's independence. A move reminiscent of the Italian case. Unicredit - Banco Bpm, and which has ended up in the crosshairs of Brussels: the European Commission opened one infringement procedure against Spain for excessive government interference and demanded answers within two months.
At the end of July, Bbva presented the end of July 2025 appeal to the Supreme Court, challenging the restrictions imposed by the government, arguing that they were not compliant with the law. The proceedings are still pending admission, and the most optimistic estimates indicate a decision will be made at least a year away. The Basque Institute, however, emphasized that this legal battle will not block the operation: the process will continue as normal, and if political or judicial conditions were to change, the full merger could materialize within six to eight months of the potential agreement.
Sabadell's countermoves
Sabadell didn't sit idly by. To resist BBVA's €14,9 billion offer, Sabadell attempted to increase its share price. selling the British subsidiary TSB to Banco Santander for 3,4 billion euros, and approved the distribution of a extraordinary maxi-dividend of 2,5 billion, which will be added to the ordinary dividends in 2026. The aim was to make the Basque bank's offer even less attractive, but even this didn't stop it.
Next steps and timeline of the BBVA-Sabadell takeover bid
Le next steps BBVA's takeover bid for Sabadell is now marked on the Spanish financial calendar. The acceptance period will begin on September 8, when Sabadell shareholders will be able to evaluate and decide whether to accept the offer. By September 18th il Sabadell council will present its own official report on the offer, providing shareholders with a detailed analysis of the benefits and risks. The acceptance window will close on October 7th, while the 14 October It will be the day of truth: we will know how many shareholders said "yes" to BBVA. Finally, between 17 and 20 October there will be the liquidation of the takeover bid, with the actual transfer of shares and funds to the participants. It's an intense month that could bring surprises right up to the last day, including the possible appearance of a "white knight" ready to turn the tables.
