Spanish banking giant BBVA said on Friday that its tender offer for domestic rival Banco Sabadell will open on Monday, after Spain’s market watchdog cleared its hostile approach.
The combination is pitched as creating a European banking heavyweight able to challenge the likes of Santander, BNP Paribas and HSBC.
BBVA — Spain’s second-largest bank, with major businesses in Latin America and Turkey — unveiled an all-share proposal in May 2024 that values Sabadell at about €15 billion.
The CNMV ruled that BBVA will have a 30-day window, starting 8 September, to secure sufficient acceptances from Sabadell investors. ‘The offer is conditional on the acceptance of a minimum number of shares representing more than half of the voting rights of Banco Sabadell, excluding treasury shares,’ it said in a statement.
BBVA describes its proposal as ‘very attractive’, reflecting Sabadell’s ‘best valuation in more than a decade, while incorporating a premium clearly higher than that of recent similar transactions in Europe’.
‘Following the merger, Banco Sabadell shareholders are set to obtain earnings per share 25% higher than they would with a standalone Banco Sabadell,’ BBVA chair Carlos Torres Vila added in a statement after the CNMV announced its decision.
Sabadell’s chairman Josep Oliu countered that, since the bid was launched in May 2024, his bank has outperformed BBVA in value growth and shareholder returns.
‘It looks like a weak offer based on unrealistic assumptions, but we’ll need to analyse it in detail before giving a full opinion,’ he said, arguing the bid ‘undervalued our entity’s standalone project’.
Sabadell — Spain’s fourth-largest bank — has moved to repel the approach, including agreeing to sell its UK arm TSB to Santander for €3.1 billion, a step widely seen as reducing its attractiveness as a target. ALSO READ: Banco Sabadell’s shareholders approve sale of UK subsidiary TSB to Santander.
Analysts say the TSB sale also frees up cash for dividends, share buybacks or acquisitions, potentially making BBVA’s offer less appealing to Sabadell shareholders.
Founded in 1881 near Barcelona, Sabadell has a dispersed shareholder base, with no single investor owning more than 7%, leaving the outcome of the offer uncertain.
BBVA has already secured clearances from the European Central Bank and Spain’s competition authority, and pushed past objections from Spain’s coalition government over competition concerns. ALSO READ: BBVA to proceed with Sabadell takeover bid, despite government’s conditions.
In June, Madrid imposed strict conditions, including a three-year freeze on any merger between the two banks to protect market competition, a requirement seen as a significant obstacle. ALSO READ: Spanish government says BBVA must keep Sabadell separate for 3 years as takeover condition.
BBVA reported record net profit of €5.45 billion for the first half of the year, up 9.1% from €4.99 billion a year earlier.
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Josep Oliu, presidente de @BancoSabadell : “Esta oferta es incluso peor que la que ya rechazó el Consejo en 2024 porque infravaloraba el proyecto en solitario de Sabadell”
— Sabadell Prensa (@sabadellprensa) September 5, 2025
Más información: https://t.co/n9VCZodrLk#SomosSabadell pic.twitter.com/Jl0LIiC1iZ
🔵 La Comisión Nacional del Mercado de Valores (CNMV) ha aprobado la operación de BBVA y Banco Sabadell. Conoce aquí toda la información. https://t.co/i64dTa24g7
— BBVA Prensa (@BBVAPrensa) September 5, 2025
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