On October 16th of last year, the banking episode that had dominated economic headlines for almost a year and a half came to an end: BBVA's hostile takeover bid for Banc Sabadell failed With only 25% acceptance from the second bank's shareholders, the offer was insufficient to move forward or launch a second takeover bid. Catalonia openly applauded the outcome, Sabadell celebrated with a massive party at the Palau Sant Jordi, and BBVA, led by Carlos Torres, accepted defeat. with a message of resignationA few months later, with a new year ahead, how are the two banks approaching 2026 after the takeover bid?

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The outcome of BBVA's hostile takeover bid for Banco Sabadell has not gone unnoticed by the market. The Spanish stock market has reacted strongly to the failure of the operation: BBVA shares have soared, while Sabadell shares have fallen, something analysts had already anticipated in a scenario where the takeover bid were to fail (it has obtained support from 25.47% of Sabadell's share capital, below the minimum required), currently at 3%

There is a scenario that began to gain traction when BBVA opened the door to waiving the minimum acceptance condition for the hostile takeover bid for Banc Sabadell, set at 50.01% of the Valles-based bank's capital. This is the possibility of a second mandatory takeover bid, although BBVA has initially ruled it out.

Zurich Insurance, the second largest shareholder in Banc Sabadell 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 current takeover bid is not an attractive proposition for Sabadell shareholders beyond the company's prospects alone," a spokesperson for the insurer told Bloomberg.

With just over three days to go until the end of the acceptance period for BBVA's hostile takeover bid for Banc Sabadell, both banks are at full throttle over the operation. Not only are they not hesitating to put all their cards on the line, but they have also raised their tone. The latest reason behind this crossfire is the scenario of a hypothetical second takeover bid and its price, which must be "fair." While BBVA maintains that this price, that is, the offer, will not improve, Sabadell has suggested that it could.

"Whoever is going to make the takeover bid, let them make it irrevocable." With just four days left until the acceptance period for BBVA's hostile takeover bid for Banc Sabadell ends (this October 10), the Catalan bank's CEO, César González-Bueno, addressed the bank's shareholders in this way. Within the framework of the KPMG financial meeting that began this Monday in Madrid, the executive urged investors to decide in the coming days to announce their intention to accept BBVA's offer and to put it in writing. That is, in black and white. How? By communicating it, for example, through a fax to the Basque bank.

Carlos Torres (Salamanca, 1966) is convinced that in a few weeks he'll be able to celebrate the resounding success—over 50% acceptance—of the hostile takeover bid launched by BBVA for Sabadell, the deadline for which is next Friday. However, he believes the Catalan bank is making it difficult for its shareholders to participate in the takeover bid and has filed a complaint with the CNMV (Spanish Securities and Exchange Commission). According to Torres, the fact that Sabadell's largest individual shareholder has announced his acceptance of BBVA's offer is "enormously significant," and he denies that there has been any agreement between him and his bank.

César González-Bueno (Madrid, 1960) believes, with less than a week left in the acceptance period, that the takeover bid by BBVA, where he is CEO, will fall through. He is convinced that there have been conversations between the main individual shareholder and director, David Martínez Guzmán, and the Basque bank that have led him to announce his participation in the offer, and warns of the risks for shareholders of joining a takeover bid that could have a second round at a price, he says, "more advantageous."

The board of directors of Banc Sabadell on Tuesday rejected—without unanimity—BBVA's improved offer, after the Bilbao-based bank improved its initial offer by 10% last week. This is part of the hostile takeover bid that has been ongoing for almost a year and a half. The board of directors of the bank, chaired by Josep Oliu, met on Tuesday to consider the offer and advised its shareholders not to participate in the takeover. Banc Sabadell also announced a new dividend after the bank chaired by Carlos Torres announced a surprise record dividend of 0.32 cents to BBVA investors on Monday, which would also benefit Sabadell shareholders who accepted the takeover bid. Thus, Sabadell has announced an increase in shareholder remuneration based on 2025 results—in the form of a dividend and share buyback—to €1.45 billion, instead of the €1.3 billion previously forecast. This is due, according to the bank, to the "positive performance of the business, results, and revenue generation."

"If there's one thing that's important to avoid in the banking sector, it's uncertainty." This reflection comes from a professor at one of Spain's most renowned business schools, who already predicts that BBVA's hostile takeover bid for Banco Sabadell will be a "case study" in classrooms. What has long been a taboo for banks has dominated this merger operation from the moment it was launched, sixteen months ago, and although its outcome could arrive in two weeks, questions remain. In fact, BBVA's latest steps push the takeover bid into a difficult situation. However, there have already been moves that have fueled uncertainty. Many of them, moreover, have been marked by contradictions.

Since BBVA announced its new offer on Monday, September 22, two days before the closing date for doing so, the rules of the game have changed. The new offer, now validated by the National Securities Market Commission (CNMV) BBVA is now offering one BBVA common share for every 4.8376 Banc Sabadell common shares. This change, according to BBVA, improves the offer by 10% and improves tax conditions for shareholders, who will no longer have to pay a tax to the Treasury, provided that BBVA manages to exceed 50% shareholder acceptance.

Josep Oliu (Sabadell, 1949) has been living for over sixteen months in suspense over BBVA's hostile takeover bid for the bank he chairs. He received the ARA at Sabadell's headquarters in Sant Cugat just two days after BBVA announced a new offer—according to Oliu, "worse"—to Sabadell shareholders. The situation remains pending, first, on the approval of the new offer by the CNMV (Spanish Securities Market Commission), and then on the position of Sabadell's board of directors.

BBVA's hostile takeover bid for Banc Sabadell has just entered a new stage with an improved offer through which the Basque bank wants to try to convince the Catalan bank's shareholders to accept the takeover bid.For now, it remains to be seen whether Monday's announcement will have an impact on investors and, therefore, on the outcome of a virtually unprecedented transaction that began sixteen months ago. However, analysts have already spoken, and, in general, BBVA's announcement has not convinced them. This Tuesday, Sabadell shares rose 1.56% to €3.28; and BBVA shares rose 1.25% to €16.175. The premium remains positive at around 3%, as on Monday, when the Basque bank announced it was improving its offer by 10%, converting to a completely all-share offering.

The Sabadell Minority Shareholders Association criticized this Monday the BBVA offer for the Catalan bank despite the 10% improvement that was announced this morning, asserting that it is "bad" and that "anything less than 30% is a joke for Sabadell shareholders." He also strongly criticized the fact that BBVA "is creating confusion in the market" and denounced that the CNMV "should not allow it."

The two top executives of Banc Sabadell have once again raised their swords to defend the financial institution's solo path. In fact, they have been doing so for some time now—since BBVA launched its hostile takeover bid 16 months ago. The novelty this Friday is that for the first time they did so together at a public luncheon in Madrid organized by the Nueva Economía Forum. Until now, although they had attended events like this together, only one of them was the speaker.

For some time now, both entities, in the takeover bid conflict, have been sending messages to each other and appealing to their clients through advertising, especially to the Catalan bank's shareholders. BBVA's Dialogues, Sabadell's Sant Jordi campaign that invited them to give the dragon a good telling off with its devouring falera and offers to exchange shares. This Monday, after Josep Oliu had asked small shareholders for loyalty, Banc Sabadell hammered home that message with a very long, four-minute advertisement after the Evening news.

BBVA's hostile takeover bid for Banc Sabadell is finally in place. in the shareholders' field, although it has also just entered the judicial arena after the BBVA has decided to appeal to the Supreme Court the conditions imposed by the Spanish government in the takeover bid. In any case, the first mover will be the shareholders, because the journey that has begun in the administrative litigation chamber of the High Court could drag on for months. The spotlight, therefore, is on the just over 200,000 shareholders among whom Sabadell's share capital is distributed: after the summer break, they will have to decide whether or not to accept BBVA's acquisition of Sabadell.

BBVA has decided to appeal to the Supreme Court the conditions that the Spanish government has imposed on the hostile takeover bid for Banc Sabadell, as announced by The Spanish and BBVA sources confirm to ARA. In this way, the financial institution materializes the warning it had issued against Pedro Sánchez's administration when it decided to approve additional conditions to those previously approved by the National Commission of Markets and Competition (CNMC) and linked to the general interest.

BBVA has just updated its Universal Registration Document (URD) with the potential risk factors the bank may face in the short and medium term, including those associated with the hostile takeover bid it has launched against Banco Sabadell. This is a routine document (and update) because, in addition to the risks, the latest quarterly results presented—in this case, those for the first half of 2025—must be incorporated. However, the changes added this Thursday are somewhat relevant given the context of the takeover bid. Furthermore, they come after the conditions imposed by the Spanish government on the transaction in June and after Sabadell sold its British subsidiary TSB and agreed to distribute an extraordinary dividend of €2.5 billion.