Phoenix 24
A high-stakes banking move positioning Spain’s second-largest institution for consolidation.
Madrid, September 2025
BBVA has received approval from Spain’s securities regulator to proceed with its takeover bid for Banco Sabadell, opening a decisive 30-day window during which shareholders will determine the future of the transaction.
The offer combines one newly issued BBVA share with 0.70 euros in cash for every 5.5483 shares of Sabadell. To move forward, the proposal must secure the support of more than half of the voting rights, excluding treasury stock. This step comes after the competition authority granted clearance subject to conditions designed to protect market competition, consumer rights and employment guarantees.
BBVA estimates potential goodwill of 477 million euros if it acquires all of Sabadell’s capital, or 239 million if it secures only the minimum acceptance threshold. These figures contrast with earlier projections of immediate accounting gains, reflecting changes in market conditions and share valuations.
Paradoxically, Sabadell’s stock price remains above the value implied by BBVA’s offer, which means shareholders could obtain higher returns by selling directly on the market. This discrepancy complicates the calculus of acceptance and raises doubts about the attractiveness of the deal.
Sabadell’s leadership has already voiced its opposition. The bank’s president argued that the proposal undervalues the institution and is less favorable than the offer rejected in 2024. Management has emphasized the risks of losing strategic autonomy, dividend flows and tax advantages, framing the bid as detrimental to long-term interests.
The Spanish government, while authorizing the process, has insisted on safeguards. Both banks must preserve their legal identities for at least three years, a measure intended to mitigate systemic risks, protect regional balance and reassure employees about continuity.
By mid-September, Sabadell’s board is required to present an advisory opinion on the bid. Market observers expect the document to mirror the bank’s current resistance. The acceptance period closes in early October, with results anticipated by October 14 and settlement shortly after.
Beyond the mechanics of the transaction, the takeover embodies a broader strategic consolidation. BBVA contends that integration will generate synergies and enhanced profitability, yet questions persist over regulatory scrutiny, asset valuation and governance. For investors, the decision reflects more than financial returns; it tests confidence in Spain’s banking architecture and the balance of power among its leading institutions.
Facts that do not bend.
Hechos que no se doblan.