BBVA undertakes the Takeover Offer on Banco Sabadell
In a series of significant moves, BBVA is advancing its takeover bid for Banco Sabadell, despite facing regulatory challenges and refining the offer terms.
Early August 2025: Banco Sabadell shareholders approved the sale of its British subsidiary TSB to Santander and a large €2.5 billion dividend distribution, crucial steps for the operation [1][4].
Mid-August 2025: BBVA announced it will adjust the swap ratio offered in the takeover proposal, reflecting ongoing negotiations and market conditions [3]. The bank is also carrying out a review process of the potential cost synergies it could achieve during the government-imposed independent period.
August 2025 ongoing: BBVA has appealed the Spanish government’s veto that prevents it from integrating Banco Sabadell for three years (potentially extendable to five) after the acquisition. The bank's appeal to the Supreme Court challenges the government’s conditions that impose a temporary ban on merging the two banks to protect employment and market competition [2].
The next critical milestone is the start of the takeover offer (OPA) acceptance period, now expected to begin in early September 2025, delayed from late July to update prospectus information [1]. BBVA will update and publish all relevant information about the OPA at the beginning of September, after obtaining the approval of the prospectus by the CNMV.
César González-Bueno, Banco Sabadell's CEO, has demanded that the OPA prospectus state whether shareholders will receive 25% of the bank's value in dividends and buybacks, and whether this percentage will reach 40% by 2027. BBVA's CEO, Onur Genç, emphasized that the bank's focus is on value creation.
The OPA acceptance period will open five days after the prospectus is made public and can last between 15 and 70 days, according to Spanish applicable legislation. The minimum acceptance period could be 30 days due to US legislation. The OPA prospectus publication will reveal BBVA's new calculations regarding cost synergies.
It's important to note that the merger not materializing could lead to the impossibility of materializing a large part of the expected benefits, including cost savings and operational efficiencies [5]. Banco Sabadell has argued that the imposition of maintaining two independent banks during the three to five-year period would reduce synergies to zero. BBVA president Carlos Torres has argued that the bank would achieve most of the synergies even if the merger did not take place.
The takeover process is proceeding amidst other global events, such as the planned sailing of dozens of ships from Spain on August 31 to break the Israeli blockade of Gaza, and the tragic killing of prominent journalist Anas Al Sharif in a Gaza attack.
[1] Reuters, "BBVA delays Banco Sabadell takeover offer to September," 2025. [2] El País, "BBVA apela contra veto del Gobierno sobre operación en Banco Sabadell," 2025. [3] Bloomberg, "BBVA Adjusts Swap Ratio in Banco Sabadell Takeover Bid," 2025. [4] El Mundo, "Banco Sabadell aprueba venta de TSB a Santander y macrodividendo de 2.500 millones," 2025. [5] La Vanguardia, "Peligro de no materializarse la fusión entre BBVA y Banco Sabadell," 2025.
In light of ongoing negotiations and market conditions, BBVA is adjusting the terms of its takeover proposal for Banco Sabadell, demonstrating its commitment to the industry of finance [3]. The business implications of this takeover, including potential cost synergies, are under review by BBVA during the government-imposed independent period [2].
