BBVA's improved takeover bid for Banco Sabadell approved by regulator

The Spanish regulator CNMV officially authorised the modification of BBVA's takeover bid for Banco Sabadell on Thursday.

This decision allows the shareholder acceptance period to resume, after being put on hold while awaiting the regulator’s decision.

Shareholders have until 10 October to tender their shares, thus complying with the minimum 30 calendar days required by law that BBVA had set. The CNMV's decision modifies the characteristics of the original offer, which was initially authorised on 5 September 2025.

The markets reacted cautiously to the news. On Thursday, BBVA's Madrid-listed shares had fallen more than 1.4% by late afternoon, while Sabadell's share price dropped 0.76%, reflecting the uncertainty still surrounding the deal.

Features of the improved offer

The main novelty of this revised offer is the complete elimination of the cash component, converting the bid into a fully share-based transaction.

This modification represents a 10% increase in the value of the offer and eliminates the tax implications for Sabadell shareholders who decide to accept, as they will not have to pay tax on the accumulated capital gains.

In concrete terms, the new exchange offers one BBVA share for every 4.8376 Sabadell shares, compared to the previous proposal which proposed 5.5483 Sabadell shares for each BBVA share, plus 70 cents in cash.

According to BBVA's calculations, based on the closing price of 16.41 euros per share on 19 September, this offer values each Sabadell share at 3.39 euros.

BBVA's chairman Carlos Torres described the upgrade as "an extraordinary offer, with a historic valuation and price", noting that it gives Sabadell shareholders "the opportunity to participate in the enormous value generated by the merger". If the deal materialises, the Catalan bank's shareholders would obtain a 15.3% stake in the resulting entity.

Sabadell's reaction and next steps

Despite the improvements introduced, Banco Sabadell's management remains critical of the deal. César González-Bueno, CEO of Banco Sabadell, has publicly stated on 'TVE' that he considers the improved offer "worse than the original one made 16 months ago", anticipating that the Board of Directors will reject this new proposal.

The Catalan bank now has five working days to issue its official opinion on the improved offer, a step that is considered essential to guide the shareholders' decision. BBVA argues that the takeover would allow investors to benefit from the growth potential of a larger, more international bank.