Financing SMEs in Catalonia: the final hurdle in the takeover bid commitments

MadridAlmost a year after beginning the analysis of BBVA's hostile takeover bid for Banc Sabadell, The National Commission of Markets and Competition (CNMC) has authorized the operationHowever, it is linked to commitments that BBVA must assume if the takeover bid is successful in order to avoid weakening competition in the financial sector and guarantee financial inclusion, although some, such as the Catalan Competition Authority, have already warned of the difficulty of avoiding these problems.

The CNMC has put more than fifty behavioral conditions on the table, but not structural ones (divestment of a portion of the business), as Sabadell, which will supervise us, had hoped for. Of all these, the commitment or condition that has been the hardest to unblock is the one affecting SME financing. In particular, the financing of Catalan SMEs, where BBVA will ultimately have to go beyond its initial approach. This was, in fact, the last major stumbling block in the Competition Authority's ruling, sources familiar with the process explained to ARA. It was also decisive in the takeover bid being unanimously authorized, a factor that not only serves the CNMC to strengthen its efforts in a hostile takeover bid with hardly any precedent, but also allows it to protect itself against the possibility of the decision being taken to court.

These are BBVA's main obligations (provided the takeover bid goes ahead):

Financing for SMEs

For the entire State, BBVA will be required to maintain the medium- and long-term credit volume of an SME that receives 85% of its financing from Sabadell and/or BBVA. The credit volume this SME received on April 30, 2025, the date the CNMC authorized the takeover bid, will be taken into account.

In the case of Catalonia (although it also affects the Balearic Islands), a more demanding commitment has been stipulated, with the threshold lowered to 50% of the financing. For example, a Catalan SME with 1% of its credit with Sabadell and 49% with BBVA will now have to renew its credit volume according to the criteria of the branch that granted it. In both cases (in the State and in Catalonia), the commitment must be maintained for three years, with a possible two-year extension if the CNMC requests it.

Also for three years (extendable for another two years), BBVA must maintain Sabadell's short-term financing lines (one year or less) for SMEs, and Sabadell's short-term credit lines for self-employed workers. For both SMEs and self-employed workers, the lines dedicated to foreign trade (import and export of products) are included. All of these lines will be renewed upon expiration.

Payment service

Regarding the service that allows businesses to accept credit or debit card payments (POS terminals), BBVA must maintain the conditions (not worsen them) that SMEs and self-employed workers had contracted with BBVA or Banco Sabadell on April 30, 2025.

Commercial conditions

BBVA must maintain the conditions for customers (individuals, SMEs, and the self-employed) in those branches where the transaction results in a monopoly (7 affected municipalities), a duopoly (65 municipalities), or where the entity resulting from the merger has only two competitors (96 municipalities). In total, 168 municipalities are affected, more than fifty of which are located in Catalonia. The commitment entails not modifying contracted products with a fixed or open-ended term, except to improve conditions. It must also maintain the free nature of over-the-counter transactions that were already free before the merger.

For SMEs and the self-employed located in postal codes where fewer than four competitors remain, the new loan prices will not exceed the national average.

Financial inclusion and offices

BBVA will be required to create a fee-free account for vulnerable customers, both at Banco Sabadell and BBVA, linked to a free debit card.

It will have to maintain a presence in municipalities where the per capita income is less than 10,000 euros (around 200 municipalities) and in those with fewer than 5,000 inhabitants where one of the parties is present (150 municipalities, of which around fifty are Catalan).

Branch closures are prohibited if there is no other bank (other than BBVA or Sabadell) within 300 meters. Branch closures (or replacements with other means, such as a bank bus) are also prohibited in municipalities where, apart from the parties involved in the transaction, there is only one competing branch. This affects a large number of Catalan municipalities, including Barcelona (43), Tarragona (2), Girona (3), and Lleida (1).

Access to ATMs

Finally, BBVA must maintain access to Sabadell ATMs for customers of the banks that are part of the Euro 6000 and Cardtronics networks for 18 months. If the agreements are terminated, it must maintain access to the ATMs under the established conditions (until the established deadline).

And it must maintain Banc Sabadell's current fee policy regarding cash withdrawals from ATMs using cards from other banks for a period of 18 months or until the merger.