BBVA - Banco Sabadell: seventeen months of an unprecedented takeover bid
The outcome decided by the Catalan bank's shareholders, which the CNMV intends to announce next Friday, could end the process or open a new one.
Barcelona / MadridThis is a seventeen-month story. That of BBVA and Banc Sabadell. One of the longest takeover bids in Spain, especially in the banking sector. And unlike usual, it was hostile, as the Catalan bank has opposed it from the very beginning. This Friday, the acceptance period for the takeover bid ended, and the result is expected to be announced on the 17th. The outcome is approaching, although if BBVA doesn't achieve the requirement of more than 50% of Sabadell, as has been set, and remains between 30% and 50%, there could be a second takeover bid—always. And this would mean more time ahead.
The operation has so far resulted in a series of events that the economic world has experienced like a football match.
From the Sky News leak to hostility
April 30, 2024
Journalists are focused on Banco Santander, which is presenting its results. When the press conference ends, everyone runs. A tweet from British Sky News journalist Mark Kleinman circulates quickly: "BBVA is working on a full acquisition of Sabadell, its Spanish rival," he says. Perplexity. Little did the Santander leadership imagine then that months later they would find themselves in the middle of the commotion: in the midst of a takeover bid, in a move perceived as defensive, Sabadell is selling them its British subsidiary TSB.
After the rumors, the National Securities Market Commission (CNMV) specified the information in a statement from the banks. And history repeats itself. As in 2020, BBVA wants to buy Sabadell. On May 1st, Labor Day, BBVA sends a letter to the board of directors of Sabadell with a firm purchase offer. Overall, it's offering around 12 billion euros, while four years earlier it wanted to pay 2.5 billion euros.
May 6, 2024
Banco Sabadell reaffirms its solo path and says No at BBVA. To defend itself, it has turned to the financial advisors of Goldman Sachs and Morgan Stanley, and the legal advisors of Uría Menéndez. The attitude of these months has been marked by the seal of a firm. "Goldman Sachs tends to make things difficult for its enemies," reflects a source in the sector, who sees an "abysmal" difference with the advisory services of JP Morgan, BBVA's signing.
"The proposal significantly undervalues Banc Sabadell's project and its growth prospects as an independent entity," indicates the bank chaired by Josep Oliu. An argument it maintains. On the contrary, BBVA defends its numbers, the takeover bid premium, and the final result. "The merger with Banc Sabadell makes more sense than ever," reiterates Carlos Torres, president of BBVA.
May 9, 2024
The train crash and hostility arrive. BBVA launches a takeover bid for Sabadell before the market opens. It is the first hostile operation in Spanish banking since 1987, with the failed attempt of the former Bank of Bilbao (now BBVA) to take control of Banesto. With Torres' hostile takeover, the methods have changed, but not the substance: the purchase conditions outlined in a letter to the Sabadell board remain in place.
An expected return?
May 31, 2024
Competition begins to study the operation. The analysis becomes complicated when does not see the integration clearly from the outset and decides to send the operation to phase two, which disrupts the schedule and opens the door for the Spanish government to have its say.
January 21, 2025
Amidst the hostile takeover bid, Banc Sabadell announces that it is returning its headquarters to the city which saw its birth more than 140 years ago. The bank had moved to Alicante in 2017, at the height of the Process.
April 30, 2025
Finally, The CNMC approves the operation in its second phase and unanimously. Despite identifying some risks, especially for SMEs, the self-employed, and payment methods, it gives the green light to the integration after negotiating commitments and conditions with BBVA. Beyond Sabadell's complaints, the resolution raises a stir because all the CNMC directors voted in favor. This includes Pere Soler, who had joined the CNMC at the suggestion of the Spanish government and with the endorsement of Junts (he was Director General of the Mossos d'Esquadra during the 1-O).
The position of the Spanish government
May 5, 2025
It's the Spanish government's turn. Pedro Sánchez, who has been against the takeover bid from the very beginning, surprises the audience at the annual meeting of the Economic Circle in Barcelona and announces a public consultation on the merger. The results of the unprecedented survey will later serve to reinforce the reasons for "general interest" and thus impose stricter conditions on the transaction.
June 24, 2025
Saint John's Day. A public holiday in Catalonia, but a working day in Madrid. The Council of Ministers authorizes the operation. but it forces BBVA to maintain Sabadell as a subsidiary for at least three years. The condition effectively prohibits the merger during this period, which can be extended to five years. The same thing happened to Santander and Banesto from 1998 to 2013.
Despite the restrictions imposed by the Spanish government, BBVA refused to throw in the towel and continued. Later, it brought the government's conditions to the Supreme Court. Brussels opens a file on the laws used against the takeover bid.
The shareholders' land
September 8, 2025
Returning from vacation, the CNMV authorizes the takeover bid and approves the prospectus submitted by BBVA. This marks the first time BBVA has entered the realm it covets: that of shareholders. The acceptance period opens, and the countdown begins. Initially, Sabadell shareholders have until October 7th to decide, but the period is extended to the 10th after BBVA improves its offer by 10%, although it insisted it would not do so.
The Catalan bank's board of directors reiterates its rejection, but this time without unanimity. The Mexican investor and Sabadell director, David Martínez (3.86% of the capital), announces its participation in the takeover bid. Sabadell and BBVA kick off a race to try to convince its shareholders, especially institutional ones, and dividends, the main issue of this operation, come back into play. As the days go by, a battle of figures begins over how many shareholders accept or reject the offer, which requires intervention in the CNMV.
October 10, 2025
Alea iacta este. This is what executives from both banks will be thinking. The shareholders have spoken, and it's time for a reckoning. Despite the bets behind the scenes, seventeen months later, no one, beyond those involved in the operation, seems willing to weigh in on the outcome. If the takeover bid is hardly unprecedented, neither are the twists and turns of its actions.