BBVA’s Strategic Move Sets Stage for Successful OPA on Sabadell | Economic Impact

September 6, 2025

Madrid – Banco Bilbao Vizcaya Argentaria (BBVA) is edging closer to acquiring Sabadell, after securing a crucial regulatory concession that alters the terms of its takeover bid. The move, approved by both US and Spanish authorities, allows BBVA to proceed with a controlling stake even if it receives acceptances from as little as 30% of Sabadell’s shareholders, a significant reduction from its initial 50% threshold.

Regulatory approvals Pave the Way for Reduced Threshold

The United States Securities and Exchange Commission (SEC) on Thursday granted BBVA permission to lower the minimum acceptance level for its offer. This alteration came at BBVA’s request,with the bank asserting that it would or else be unable to proceed under Spanish law. the National Securities Market Commission (CNMV) in Spain afterward approved the revised bid, clearing the final major hurdle before the acceptance period begins.

Strategic Shift: A Minority Stake Still Holds Value

BBVA initially aimed for full control of Sabadell, but is now preparing for the possibility of acquiring a considerable minority stake – between 30% and 50%. According to documents submitted to regulators, BBVA believes it can exert effective control of Sabadell even without a majority ownership, leveraging its depiction on the bank’s board of directors. This strategy mirrors a previous accomplished acquisition of a Turkish bank,where BBVA initially acquired a minority share before increasing its holding.

Potential for Further Acquisition Looms

Should BBVA secure a stake between 30% and 50%, Spanish legislation would compel the bank to launch a full takeover bid for the remaining shares. Though, BBVA anticipates this outcome to remain profitable, and experts suggest a subsequent all-cash offer could enable them to exceed a 50% ownership stake.

Shareholder Opposition and Government Intervention

The potential takeover has faced resistance from some Sabadell shareholders, including investment firm Zurich, who are vocally opposing the bid. Moreover, the Spanish council of Ministers has imposed conditions to maintain the independence of the two entities for up to five years, restricting immediate integration measures like branch closures or mergers. As a result, BBVA has revised its synergy projections downward, estimating zero euros in synergies for the first year, increasing to 235 million euros by the third year.

Key Dates and Next Steps

The acceptance period for the offer begins on September 8th and concludes on October 7th, with a potential extension to November 18th. The CNMV will announce the results on October 14th, and BBVA will decide on October 15th whether to waive the minimum acceptance threshold. Settlement of the offer, if successful, is slated for October 17th-20th.The Sabadell Board of Directors is expected to release a negative report on the offer by September 18th.

Key Date	Event
September 8th	Acceptance Period Begins
September 18th	Sabadell Board Report Due
October 2nd	Deadline for Competitive Bids
October 7th	Initial Acceptance Period Ends
October 14th	CNMV Announces Offer results
october 15th	BBVA Decision on Acceptance Threshold
october 17-20th	Settlement of Offer (if successful)

Did You Know? BBVA’s strategy of acquiring a minority stake first before seeking full control is becoming increasingly common in cross-border banking acquisitions.

Pro Tip: Investors should carefully review the terms of the offer and consider their own risk tolerance before deciding whether to accept BBVA’s bid.

What impact will the government’s stipulations have on BBVA’s long-term strategy for Sabadell? And how will shareholder opposition influence the final outcome of this high-stakes takeover battle?

Understanding Antagonistic Takeovers in the Banking Sector

Hostile takeover attempts, like BBVA’s bid for Sabadell, are relatively common in the banking industry, often driven by consolidation pressures and the pursuit of market share.These bids, though, frequently encounter resistance from the target company’s management and shareholders, as well as regulatory scrutiny. According to a recent report by Deloitte, cross-border mergers and acquisitions in the financial services sector increased by 15% in the last fiscal year, highlighting the ongoing trend of consolidation.

Frequently Asked Questions About the BBVA-Sabadell Bid

• What is a hostile takeover? A hostile takeover is an attempt to acquire a company against the wishes of its management and board of directors.
• What role does the SEC play in this process? The SEC regulates securities offerings and ensures clarity for investors.
• Can BBVA proceed with less than 50% ownership? Yes, due to a regulatory concession, BBVA can now control Sabadell with a stake as low as 30%.
• What are the potential benefits of the merger for BBVA? Increased market share, cost synergies, and expanded geographic reach are potential benefits.
• What are the risks for Sabadell shareholders? Shareholders may receive a lower price than they believe their shares are worth, and there’s uncertainty about the future direction of the bank.
• How will the Spanish government’s conditions affect integration? The conditions limit immediate integration efforts, delaying potential cost savings and synergies.
• what is a ‘cash bid’ in the context of a takeover? A cash bid means the acquiring company offers to buy the target company’s shares for a specific amount of cash.

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What are the key regulatory concerns impacting BBVA’s acquisition of sabadell, and how might these affect the deal’s financial viability?

BBVA’s Strategic Move Sets Stage for Prosperous OPA on Sabadell | Economic Impact

Navigating the Regulatory Landscape: BBVA’s pursuit of Sabadell

BBVA’s ambition to acquire Sabadell is currently facing significant hurdles, primarily stemming from stringent conditions imposed by the Spanish government. As reported by the Börsen-Zeitung, BBVA, lead by Carlos Torres Vila, is pushing forward despite these challenges. The core issue revolves around the potential impact on competition within the Spanish banking sector. These conditions, while intended to protect consumer interests and maintain a competitive market, are directly impacting the financial rationale underpinning the proposed merger and acquisition (M&A).

The Spanish government’s stipulations are substantial, potentially requiring BBVA to make commitments regarding branch closures, job security, and maintaining a certain level of banking services in underserved areas. This is a common tactic in banking consolidation scenarios to mitigate negative consequences. Despite these obstacles, BBVA remains confident in the long-term benefits of the bank merger, believing the strategic advantages will outweigh the initial costs of compliance.

Economic Implications of the Potential Merger

The potential BBVA-Sabadell merger carries significant economic impact for Spain, extending beyond the immediate banking sector. Here’s a breakdown of key areas:

Market share & Competition: A combined BBVA-Sabadell would create one of Spain’s largest financial institutions, potentially reducing competition.this could lead to less favorable terms for borrowers and depositors, although proponents argue increased scale allows for greater investment in innovation and efficiency.

Job Market: The merger is expected to result in job losses due to redundancies. However, BBVA has indicated a commitment to minimizing these impacts, potentially through voluntary departures and retraining programs. The net effect on employment remains a key concern for unions and policymakers.

Financial stability: A stronger, more capitalized BBVA could contribute to greater financial stability within spain, especially in times of economic uncertainty. This is a crucial consideration given the ongoing global economic climate.

Investment & Innovation: Increased capital and resources could fuel investment in new technologies and financial products, benefiting both consumers and businesses. Fintech integration and digital transformation are likely to accelerate.

Impact on SMEs: Small and medium-sized enterprises (SMEs) are a vital part of the Spanish economy. The merger’s impact on their access to credit and financial services is being closely monitored.

the OPA (Offer for Public Acquisition) Process Explained

The proposed acquisition will likely proceed via an OPA, or Offer for Public Acquisition. This is a formal process where BBVA will offer to buy all outstanding shares of Sabadell at a predetermined price. Key stages include:

1. Due Diligence: BBVA has already conducted extensive due diligence on Sabadell’s financials and operations.
2. Offer Announcement: BBVA will formally announce the OPA, outlining the terms and conditions.
3. Regulatory Approval: The offer requires approval from various regulatory bodies,including the Spanish National Markets and competition Commission (CNMC) and the European Central Bank (ECB).
4. Acceptance Period: Sabadell shareholders will have a specified period to accept or reject the offer.
5. Settlement: if the OPA is successful (i.e., BBVA receives enough acceptances to reach a controlling stake), BBVA will settle the transaction and take control of Sabadell.

Key considerations for Sabadell Shareholders

Sabadell shareholders are currently weighing their options. Several factors will influence their decision to accept or reject BBVA’s offer:

Offer Price: The price offered by BBVA is a critical determinant. Shareholders will assess whether the price adequately reflects Sabadell’s intrinsic value and future growth potential.

Regulatory Risks: The uncertainty surrounding regulatory approval adds risk to the transaction. Shareholders might potentially be hesitant to accept the offer if there’s a significant chance it will be blocked.

Long-Term Prospects: Shareholders will consider Sabadell’s standalone prospects versus the potential benefits of being part of a larger,more diversified group like BBVA.

* Option Offers: The possibility of a competing bid from another financial institution could influence shareholder behavior.

Case Study: Santander’s Acquisition of Banco Popular

A relevant precedent is Santander’s acquisition of Banco Popular in 2017. This deal,while ultimately successful,also faced regulatory scrutiny and required Santander to make commitments regarding branch closures and job security. The banco Popular case demonstrates the complexities involved in Spanish banking mergers and the importance of addressing regulatory concerns proactively. The Santander-Popular merger resulted in significant restructuring and cost savings for Santander, but also led to job losses and branch closures, highlighting the trade-offs inherent in these transactions.

Impact on Spanish Banking Sector Dynamics

This potential merger