Only 2.8% of clients with Sabadell shares have participated in the takeover bid.

MadridBanco Sabadell has released initial figures on BBVA's hostile takeover bid: 97.2% of the Catalan bank's shareholders have rejected the Basque bank's takeover bid, and those who accepted, 2.8%, represent only 1.1% of the group's capital, according to a report on Tuesday by the Spanish National Securities Market Commission (CNMV). These shareholders represent a total of 30.8% of the Valles-based bank's capital. At market open, both BBVA and Sabadell were down more than 0.5% on the stock market.

The final figures on the bank's shareholders' assessment of BBVA's takeover bid will be announced by the CNMV on October 17.

In any case, this preliminary scenario poses a complication for BBVA. The bank chaired by Carlos Torres has set a minimum condition for the successful takeover bid: 50.01% of Sabadell's share capital. In fact, Torres has actively and passively maintained that he is "absolutely convinced" that this will be the outcome. However, BBVA has announced that, with the update of Sabadell's treasury stock and taking into account that the minimum acceptance requirements for the takeover bid do not include treasury stock—which at the end of the acceptance period was 26,280,538 treasury shares—the minimum number of shares required for acceptance is 2,498,699,000 Banc Sabadell shares (2,498,699 voting rights).

But with the data released by Sabadell this Tuesday, which correspond to its own clients (who are also shareholders), in the eyes of the Vallesan bank, an uncertain scenario is emerging in which only between 30% and 50% of the share capital will go to the takeover bid. Sources at the entity chaired by Josep Oliu anticipate that reaching 50% of the share capital is "complicated" and maintain that the result released this Tuesday "confirms" that neither shareholders nor clients "want" the takeover bid.

It will then be necessary for Carlos Torres to decide whether to continue with the operation. If so, BBVA should launch a second takeover bid for the percentage of shares it has not obtained, and the offer should be mandatory in cash and not an exchange of shares, as it is now. However, this second takeover bid would extend the transaction timeline to 2026.

If BBVA receives less than 30% support for the takeover bid, it would renounce its takeover bid for Sabadell, thus ending a battle that has lasted a year and a half.

For the moment, BBVA sources have declined to comment on this initial information from the Catalan bank's individual shareholders and have said they will comment when the final results of the takeover bid are announced and validated by the CNMV this coming Friday.

Who are the other shareholders?

A large portion of Banc Sabadell's capital (more than 50%) is held by institutional shareholders. Of these, the insurance company Zurich Insurance, Sabadell's second-largest shareholder with nearly 5% of the share capital, has expressed its intention not to participate in the hostile takeover bid launched by BBVA, according to Bloomberg.. The rest of the institutional shareholders have not commented.

Sabadell's largest shareholder is Blackrock, which already exceeds the 7% threshold of the share capital. After Zurich (4.9%) and David Martínez (3.89%), who as a private shareholder has also announced his acceptance of the takeover bid, the other key institutional shareholders in the takeover bid are Dimensional Fund (2.873%), UBS (2.811%), Norges Bank (2.179%), Norges Bank (2.179%) (1.338%), Amundi (1.271%), DWS (1.212%), Qube (1.021%) and JP Morgan Chase (1.009%).