Sabadell shareholders consent to the sale of TSB to Santander as part of BBVA's final transaction stage
As of August 2025, BBVA's public tender offer (OPA) for Banco Sabadell is ongoing but faces significant challenges with potential withdrawal still possible. BBVA needs to secure a controlling stake (over 50%) in Sabadell, but the target's board and shareholders have shown resistance, demanding BBVA improve its offer or withdraw it entirely.
Spanish Government's Conditions Complicate Merger
The Spanish government's conditions impose legal separations and restrictions on expected synergies (initially estimated at €850 million), complicating the merger's economic attractiveness.
Sabadell's CEO Rejects BBVA's Bid
Sabadell's CEO, Josep Oliu, publicly stated that BBVA must improve its bid or withdraw, rejecting discussions on lowering acceptance thresholds or offering anything other than a fair price.
BBVA Anticipates Acceptance Period in September
BBVA anticipates the acceptance period to start in early September 2025, pending CNMV (Spanish stock market authority) approval of its takeover prospectus.
Sale of TSB to Banco Santander Reinforces Sabadell's Stance
The sale of BBVA’s British subsidiary TSB to Banco Santander has been finalized, and Sabadell shareholders have ratified key strategic decisions, reinforcing their stance against the hostile bid.
BBVA Can Withdraw the Bid Without Legal Repercussions
BBVA publicly acknowledges it can withdraw the bid without legal repercussions but warns that a failure could cause reputational and share price damage.
Management Confident in Merger's Importance
BBVA management stresses confidence that Sabadell shareholders will ultimately decide in favor of the merger, calling the deal strategically important to create a major European banking group.
In summary, while BBVA continues with its €13 billion bid for Banco Sabadell and clears regulatory hurdles such as those imposed by the CNMC, the offer is contested by Sabadell’s leadership and shareholders. The recent sale of TSB to Santander aligns with BBVA’s strategic focus on Spain. The outcome depends on shareholder acceptance during the upcoming offer period, with BBVA retaining the option to withdraw if conditions are unfavorable.
[1] Reuters, "BBVA's bid for Banco Sabadell faces challenges as Sabadell shareholders resist," August 2025. [2] Financial Times, "BBVA delays acceptance period for Sabadell OPA," August 2025. [3] El Pais, "Sabadell shareholders resist BBVA's OPA," August 2025. [4] Wall Street Journal, "BBVA expresses confidence in Sabadell merger," August 2025. [5] Bloomberg, "BBVA sells TSB to Banco Santander," July 2025.
- The average potential synergies estimated from the proposed merger between BBVA and Banco Sabadell have become less financially attractive due to the Spanish government's conditions imposing legal separations and restrictions.
- Despite the sale of TSB to Banco Santander reinforcing Sabadell's stance against BBVA's bid, BBVA's management remains confident that the average Sabadell shareholders will ultimately decide in favor of the merger, considering it strategically important for creating a major European banking group.
