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 takeover offer from the Basque bank, and those who accepted, 2.8%, represent only 1.1% of the group's capital, the bank reported Tuesday. 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 as a minimum condition for the successful takeover bid that 50.01% of Sabadell's share capital participate. In fact, Torres has actively and passively defended his "absolutely convinced" that this will be the outcome.

But with the figures released by Sabadell this Tuesday, which correspond to its own clients (who are also shareholders), in the eyes of the Valles-based bank, an uncertain scenario arises in which only between 30 and 50% of the share capital will go to the takeover bid. Sources at the bank 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 be then that Carlos Torres should decide whether to proceed with the operation. If so, BBVA should launch a second takeover bid for the percentage of shares it hasn't secured, and the offer would necessarily be 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 achieves less than 30% support for the takeover bid, it would abandon the takeover bid for Sabadell, thus ending a battle that has lasted a year and a half.

For the moment, BBVA sources declined to comment on this initial information from the Catalan bank's individual shareholders and 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%).