BBVA’s Takeover Bid for Sabadell: Only 2.8% Shareholders Accept
BBVA, one of the largest banking giants in Spain, recently extended a takeover offer to Sabadell, the fifth-largest Spanish banking group. The bid, however, has been met with skepticism from a majority of Sabadell’s shareholders, with only a small 2.8% accepting BBVA’s offer, according to a report by Spain’s market regulator, CNMV. This implies that an overwhelming 97.2% of Sabadell shareholders have declined the bid. The data was first reported by Catalan News.
The Implications of Shareholders’ Decision
In essence, the shares tendered in favor of the takeover amount to only 1.1% of Sabadell’s total share capital. The fate of the remaining shareholders is yet to be disclosed, with an announcement expected on 17 October 2025. If over half of the shareholders agree to the offer, BBVA would assume control of Sabadell. Conversely, if the acceptance rate is below 30%, the offer will be automatically voided.
Potential Outcomes
However, BBVA is not without options if the acceptance rate lands between 30% and 50%. In such a scenario, BBVA could initiate a second, hostile takeover bid. This would need to be a cash offer and receive CNMV’s approval. Mexican investor David Martínez Guzmán has voiced his support for the merger, citing the potential for increased competitiveness, according to a report by Bloomberg. In contrast, Zurich Insurance has declined to participate, describing BBVA’s offer as “not attractive.”
Sabadell’s Shareholder Base
Sabadell has indicated that retail investors make up about 41% of its shareholder base, with 80% of those being clients of the bank as well. This significant overlap between clients and shareholders can potentially impact the decision-making process around the takeover bid. It should be noted that approximately 31% of Sabadell’s share capital is held by clients who are also shareholders.
BBVA’s Contingency Plan
Recently, BBVA set aside €8bn ($9.4bn) to fund a mandatory cash bid for Banco Sabadell, should the shareholders reject the proposed €17bn ($19.9bn) acquisition. BBVA CEO Onur Genc disclosed this contingency plan in an interview with Reuters. BBVA extended an offer to acquire Sabadell in April of the previous year. Last month, BBVA increased its acquisition offer by 10%, valuing Sabadell’s shares at €3.39 each.
As the financial world keenly watches the developments of this potential merger, the final decision now rests with Sabadell’s shareholders. Their choice will significantly impact the future of both banking institutions and could potentially reshape the Spanish banking landscape.
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