Spanish banking giant BBVA is officially moving forward with its hostile takeover bid for Banco Sabadell, after receiving the green light from the country’s stock market watchdog. The tender offer is set to open on Monday, September 8, and will remain active for 30 days, giving Sabadell shareholders until October 7 to respond.
The bid, which was first announced in May 2024, aims to forge a new European banking superpower capable of challenging major players like Santander, BNP Paribas, and HSBC. BBVA is offering an all-share deal that values Sabadell at approximately €15 billion ($18 billion).
According to a statement by the CNMV, Spain’s financial markets authority, the offer is conditional on BBVA acquiring more than 50% of Sabadell’s voting rights, excluding treasury stock.
“Attractive and Ambitious,” – BBVA
BBVA has positioned its proposal as a unique growth opportunity for Sabadell shareholders. The bank describes the deal as “very attractive”, claiming it offers Sabadell’s best market valuation in over a decade. BBVA chairman Carlos Torres Vila further emphasized that Sabadell shareholders could see their earnings per share jump by 25% post-merger, compared to staying independent.
The offer has already cleared major regulatory hurdles, including approval from the European Central Bank and Spain’s competition authority. While the Spanish government had expressed concerns over market consolidation, it ultimately allowed the process to continue under strict conditions including a three-year freeze on merging the two institutions fully.
Sabadell Pushes Back
Despite the regulatory go-ahead, Sabadell has shown no signs of warming to the proposal. Chairman Josep Oliu issued a strongly worded statement, dismissing BBVA’s offer as “based on unrealistic assumptions” and arguing that it undervalues Sabadell’s standalone potential.
“Our bank has delivered more value to shareholders since the announcement of this bid than BBVA has,” Oliu said, hinting that the board intends to analyze the offer in detail before issuing a formal recommendation.
In a strategic counter-move to enhance its appeal as an independent entity, Sabadell recently sold its UK subsidiary, TSB, to Santander for €3.1 billion. Analysts interpret the sale as a defensive tactic, giving Sabadell fresh capital for dividends, share buybacks, or even new acquisitions making BBVA’s offer less compelling in the eyes of shareholders.
Ownership Structure and Uncertain Outcome
One factor adding uncertainty to the takeover is Sabadell’s highly fragmented ownership. No single investor controls more than 7% of shares, meaning the outcome will likely hinge on how individual shareholders perceive the deal.
Although BBVA is in a strong financial position it posted a record €5.45 billion net profit in the first half of 2025, up 9.1% year-over-year the deal still faces several risks. These include political resistance, integration delays, and potential backlash from unions and local communities concerned about branch closures or job cuts.
What’s Next?
With the countdown to the October 7 deadline underway, all eyes are now on Sabadell’s shareholders. Will they back BBVA’s vision of a cross-border banking powerhouse, or will they rally behind Sabadell’s independent growth strategy?
Either way, the next 30 days could reshape the landscape of European banking.
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