At BBVA headquarters they are surely analyzing it with a magnifying glass. The two unusual shareholders' meetings held this Wednesday by Banc Sabadell, in which both the sale of the British subsidiary TSB and the distribution of an additional dividend linked to the transaction amounting to 2.5 billion were overwhelmingly endorsed. They insisted so much that this move, which represents the reinforcement of Santander—BBVA's main competitor—in the United Kingdom, has nothing to do with the takeover bid launched in May of last year by the Basque bank for the Catalan bank that no one believes it. Furthermore, this sale undermines one of the objectives of the entity chaired by Carlos Torres: to reduce the weight of its businesses in Mexico and Turkey with the contribution not only of the Spanish part of Sabadell, but also of the British one.

Who would have told Banc Sabadell that the acquisition of TSB would end up becoming one of the keys to another acquisition fifteen years later? However, in this case, the Vallesan bank is not the buyer, but the entity targeted by another bank: BBVA. This Wednesday, in the midst of BBVA's hostile takeover, Sabadell shareholders are convening a general meeting to vote on the sale of the British subsidiary TSB to Banco Santander for €3.1 billion. "The atmosphere will certainly be positive. Those convinced [by Sabadell's strategy] will attend the meeting," says a minority shareholder.

Banco Santander has just burst into the hostile takeover bid by BBVA for Banc Sabadell, whether it wanted to or not, after a Agreement with the Catalan bank for the purchase of its British subsidiary, TSBThe sale will allow the Vallecas-based bank to distribute an extraordinary dividend to its shareholders. This incentive, chaired by Josep Oliu, is using to discourage shareholders from considering a merger with BBVA attractive, leading them to decide not to accept the offer and, consequently, derail the takeover bid. Beyond the coincidence between the two transactions, these are all the key factors surrounding the TSB operation:

The acquisition of the British subsidiary of Banc Sabadell, TSB, by Santander for up to €3.4 billion, which was announced this Tuesday, has significant implications for the hostile takeover bid by BBVA. Initially, TSB accounts for 17% of Sabadell's business, so without the subsidiary, it becomes a smaller and less attractive bank for BBVA. However, Sabadell's CEO, César González-Bueno, stated this Wednesday in a press conference at the Sant Cugat headquarters that the sale of TSB "is not a shield" for the takeover bid and is "independent," while emphasizing that it "increases the value of Sabadell."

Another chapter was written this Tuesday in BBVA's hostile takeover bid for Banc Sabadell. Banco Santander won the bid to acquire 100% of TSB, the British subsidiary of the Valles-based bank, for 2.65 billion pounds (3.1 billion euros), as both entities announced in separate press releases. Santander had been a finalist alongside Barclays to acquire TSB, and after improving its initial offer (approximately 2.7 billion euros, according to Reuters), the Catalan bank's board of directors selected it as the winner. In fact, the sale would rise to 2.9 billion pounds (3.4 billion euros) if TSB's estimated profits are taken into account once the transaction closes in the first quarter of 2026, according to Sabadell.

BBVA's takeover bid for Sabadell is beginning to resemble the one launched by the former Gas Natural (now Naturgy) in 2005 for Endesa. danger to Catalanize an Endesa that ultimately ended up in Italian hands (Enel).

BBVA's hostile takeover bid for Banc Sabadell is taking another step closer to a conclusion. The Bilbao-based bank has decided to continue the offer despite the Spanish government's condition that the two entities remain separate for three to five years. This means that even if the takeover bid is successful (BBVA and Sabadell would be integrated), the subsequent merger would not materialize until later.

Banc Sabadell has disassociated the possible sale of its British subsidiary TSB from the hostile takeover process it is currently undergoing. "With absolute certainty, the decision regarding TSB will be made completely independently of the takeover bid [...]. The sale of TSB will only be made if it creates value for Sabadell shareholders," said the bank's CEO, César González-Bueno, this Wednesday during his participation in the summer course organized by the Menéndez Pelayo Period Association, which is sponsored by BBVA itself. Last year, González-Bueno did not attend these sessions because BBVA had been launching its takeover bid less than two months before, and Sabadell was very cautious in its public statements.