Spanish banking giant BBVA is set to begin its long-anticipated tender offer for national rival Banco Sabadell on Monday, after receiving approval from Spain’s stock market regulator. The move marks the latest step in BBVA’s ambitious plan to create a European banking powerhouse able to stand alongside global competitors such as Santander, BNP Paribas, and HSBC.
BBVA, the country’s second-largest lender with a strong presence in Latin America and Turkey, first announced the all-share bid in May 2024. Valued at about 15 billion euros ($18 billion), the proposal gives Sabadell shareholders a premium above similar recent European banking deals. The regulator has ruled that BBVA has 30 days starting September 8 to secure support from more than half of Sabadell’s voting shareholders, excluding treasury shares.
Carlos Torres Vila, BBVA’s chair, described the offer as “very attractive,” highlighting that the merger would deliver earnings per share 25 percent higher for Sabadell shareholders compared to continuing independently. He framed the deal as a once-in-a-decade opportunity to unlock value and accelerate growth.
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Sabadell, however, is not convinced. Chairman Josep Oliu dismissed the bid as weak and based on “unrealistic assumptions.” He argued that Sabadell has grown in value and rewarded shareholders more than BBVA since the takeover attempt was first announced. The bank is also taking defensive steps. In August, Sabadell sold its UK subsidiary TSB to Santander for 3.1 billion euros, a move analysts see as both a way to raise cash for dividends and buybacks and as a strategy to make the bank less attractive as a target.
The outcome of the bid remains uncertain due to Sabadell’s dispersed ownership. No single shareholder owns more than seven percent, leaving the decision in the hands of thousands of small and institutional investors. Analysts believe this fragmented structure could make it harder for BBVA to quickly secure the majority it needs.
The Spanish government has also intervened, expressing concern that a merger would reduce competition in the domestic market. In June, Madrid imposed conditions on the deal, including a three-year freeze on any merger between BBVA and Sabadell, seen as a significant roadblock.
Still, BBVA is moving forward with confidence. The bank posted a record net profit of 5.45 billion euros in the first half of the year, up 9.1 percent from the prior year, underscoring its financial strength as it pursues the takeover. For both banks, the coming month will be critical in determining whether the deal reshapes Spain’s banking landscape—or collapses under shareholder resistance.