Spain's market regulator approves BBVA takeover bid for Banc Sabadell, shareholders next

Spain's market regulator has approved BBVA's hostile takeover bid for Banc Sabadell.

The National Securities Market Commission (CNMV) confirmed its position in a statement on Friday, less than 24 hours after the United States Securities and Exchange Commission (SEC) also greenlighted the bid.

Shareholders at Catalan bank, Banc Sabadell, will now decide whether to accept the offer from Basque bank, BBVA.

BBVA initially launched its takeover bid in April 2024, but has faced opposition from Sabadell and the Spanish government.

In June 2025, BBVA confirmed that it will continue with its takeover bid for Banc Sabadell despite the new conditions imposed by the Spanish government.

Among the new conditions set, the strictest effectively bans the merger for the next three years.

Sabadell shareholders to decide

The offer approved on Friday by the CNMV includes one newly issued share and €0.70 in cash for every 5.5483 shares of Banc Sabadell, as previously outlined by BBVA

The acceptance period for Sabadell’s more than 200,000 shareholders will last 30 days, beginning next Monday, September 8, according to the Basque entity.

The final results of the offer will be published a week later, on October 14, and settlement will be completed within the following six days.

The earlier statement from the US regulator also points out that if BBVA acquires at least 30% of Banc Sabadell's shares, but less than 50%, "it will be forced" to file a new takeover bid for the rest of the market value within one month.

After the conditions imposed by the Spanish government, BBVA has reduced the expected synergies from the merger to €235 million by 2028.

In 2029, one year later than originally expected, total synergies are projected to reach €900 million, €50 million higher than the initial estimates.

During the 30-day acceptance period for the offer, Banc Sabadell’s board of directors will issue its position on the formal bid, although it has expressed opposition from the outset.

The Catalan bank’s executives argue that the offer “makes no sense” for investors and “undervalues” the bank, and they have warned shareholders that they may owe the tax authorities more than the cash they would receive from BBVA.

'Catalonia’s interests are secured'

Catalan president Salvador Illa reacted to the market regulator’s approval of BBVA’s takeover bid for Banc Sabadell.

Illa said the approval was “a step we knew would happen” and assured that “whatever happens", the interests of Catalonia, where Banc Sabadell has a strong presence, will be "secured."

According to the president, the conditions imposed by the Spanish government ensure that small and medium-sized businesses at Banc Sabadell, as well as the broader business sector in Catalonia, will not be affected.

He also emphasized that many companies would not exist today without a bank like Sabadell, which has supported them in moving forward.