Sabadell shareholders approve €3.3 billion sale of TSB to Banco Santander

Banc Sabadell shareholders overwhelmingly approved the sale of its British subsidiary TSB on Wednesday, with 99.6% voting in favor.

The deal with Banco Santander, valued at over €3.3 billion, was endorsed at the first of two extraordinary general meetings held at Fira de Sabadell, gatherings that saw the highest shareholder turnout in 20 years.

The meeting also served as a platform for the bank to defend its decision to exit the UK market, stating that the move would proceed regardless of the outcome of BBVA's ongoing hostile takeover attempt.

According to Sabadell president, Josep Oliu, the sale of TSB to Banco Santander is expected to close in the first quarter of 2026, although the timeline could be extended by mutual agreement if necessary.

Independent of takeover bid

Sabadell is currently facing a hostile takeover bid from BBVA, although the Catalan bank has emphasized that the sale of TSB is a separate transaction.

"This proposal is independent of the takeover bid and would be pursued under any circumstances due to its clear value, which benefits both the bank and its shareholders," Oliu said.

He explained that the transaction includes an initial payment of €3.098 billion, which could increase depending on TSB's performance. "We estimate the final price of the shares could reach approximately €3.361 billion," he added.

The deal is subject to approval by banking regulators in the UK and the European Central Bank.

Dividend payout

On the same day, shareholders also convened for a second extraordinary meeting to approve an extraordinary dividend of €0.50 per share, valued at approximately €2.5 billion.

This dividend will be distributed to investors who remain shareholders as of the expected payment date in April 2026 and who choose not to accept BBVA's takeover offer.

Oliu emphasized that only those holding shares at the time of payment will be eligible for this payout, urging investors to carefully consider their position amid the ongoing bid.

Focus on Spanish market

"The board believes this is a beneficial operation for the bank and its shareholders, as it enables us to divest at a particularly opportune time, return capital to shareholders, and focus on our core Spanish market," Oliu said after the TSB vote.

He noted the transaction values TSB at 1.5 times its book value, above the UK market average of 1.2.

Banc Sabadell acquired TSB in 2015 for £1.7 billion, then equivalent to about €2.4 billion, and about €1.95 billion at the current exchange rate.