Announcement • Sep 12
Banco Bilbao Vizcaya Argentaria, S.A. (BME : BBVA) cancelled the acquisition of Banco de Sabadell, S.A. (BME : SAB).
Banco Bilbao Vizcaya Argentaria, S.A. (BME : BBVA) made an offer to acquire Banco de Sabadell, S.A. (BME : SAB) for €11.5 billion on April 30, 2024. As consideration, 1 newly issued BBVA share will be issued for every 4.83 Banco Sabadell shares. After the merger, Banco Sabadell shareholders would have a 16% stake in the resulting entity. Post completion of the acquisition, the management team of the resulting entity would be made up of executives from both banks. The merged entity would have one of its Group’s operational headquarters in Catalonia, which would be established at Banco Sabadell's corporate center in Sant Cugat. The corporate name and brand would be BBVA, the use of Banco Sabadell brand would be maintained, together with the BBVA brand, in those regions or businesses where it may have relevant commercial interest.
The merger would be subject to obtaining the relevant authorizations or declarations of non-opposition from the competent supervisors (in particular, the authorisation of the Ministry of Economy, Trade and Enterprise) and from the competition authorities with jurisdiction (in particular, the Comisión Nacional de los Mercados y la Competencia). The terms in this proposal have been approved by BBVA's Board of Directors. As of May 6, 2024, BBVA cancelled the acquisition of Banco de Sabadell, S.A. as the Board believes that the Proposal significantly undervalues the potential of Banco Sabadell and its standalone growth prospects. The decision to re-launch the Offer was adopted by a resolution approved by the Offeror’s Board of Directors at its meeting held on May 8, 2024. As of May 9, 2024, the terminated transaction re-opened with same terms offered by BBVA's attractive offer to Banco Sabadell shareholders contains the same financial terms of the merger that was offered to its Board of Directors on April 30th: an exchange of one newly issued BBVA share for every 4.83 of Banco Sabadell. As of May 9, 2024, BBVA expects the technological integration to take between 12 and 18 months. The new proposal is subject to acquiring more than 50.01 percent of Banco Sabadell, the approval of the Shareholders’ General Meeting, and the approvals of the Spanish Market and Competition regulator (CNMC) and the U.K.’s Prudential Regulation Authority, the most important are, of course, ECB and the CNMV and the CNMC, the antitrust authorities in Spain. The closing of the operation is expected to take between six to eight months, once regulatory authorizations have been obtained. As of May 9, 2024, the Board of Directors of BBVA has approved the offer. As of May 21, ECB supported the merger between BBVA and Sabadell, which would facilitate the merger process. As of May 22, 2024, BBVA has appointed public relations firm Kreab to sway government and to influence the public to perceive BBVA’s bid in a positive way on Sabadell bid.
According to BBVA estimates, this transaction is accretive in earnings per share (EPS) from the first year after the merger, achieving an EPS improvement of approximately 3.5% once the savings associated with the merger are materialized with tangible book value per share accretion of 1%, nearly 1%, 20% return on invested capital, which are estimated at around €850 million before taxes and all of this with a very limited capital impact of around 30 basis points. As of May 31, 2024, BBVA has agreed to call Extraordinary General Shareholders' Meeting and will be held on July 4, 2024 and on July 5, 2024. As of May 24, 2024, BBVA bank formalized its hostile bid for Banc Sabadell by submitting the request for approval to the Spanish stock market regulator (CNMV). BBVA must obtain also the European Central Bank and the Spanish CNMC approval. As of June 11, 2024, The National Securities Market Commission (CNMV) has admitted to processing BBVA's request for approval of its takeover bid for Banc Sabadell. The regulator noted that this step does not imply "any pronouncement" on the resolution regarding the authorization of the offer. The Commission will not authorize the financial transaction until the "non-opposition" of the European Central Bank is confirmed. On July 5, 2024, BBVA will hold an extraordinary BBVA shareholders’ meeting with the purpose of approving a capital increase, thus moving forward with Banco Sabadell’s offer. On May 6, 2024, The board cancelled the deal because the board believes that the Proposal significantly undervalues the potential of Banco Sabadell and its standalone growth prospects. Based on the detailed assessment of the Proposal, the Board has concluded that it is not in the best interest of Banco Sabadell and its shareholders and has therefore rejected BBVA’s Proposal. As of June 25, 2024, Institutional Shareholder Services recommends that BBVA shareholders approve the extension of the takeover bid for Sabadell. As of September 2, 2024, BBVA received the authorization from the Prudential Regulation Authority (PRA) for BBVA´s indirect acquisition of control of TSB Bank plc, Banco Sabadell’s banking subsidiary in the United Kingdom, as a result of the Offer. As of September 5, 2024, BBVA has received the decision of non-opposition from the European Central Bank to BBVA's taking control of Banco Sabadell, as a result of the Offer. The bank will also need the approval of Spain's antitrust watchdog CNMC and its stock market supervisor for the bid to go through. As on October 1, 2024, adjustment in the terms set forth in the prior announcement, the consideration offered by BBVA to the shareholders of Banco Sabadell under the Offer is adjusted to 1 newly issued ordinary share of BBVA and €0.29 in cash for 5.0196 ordinary shares of Banco Sabadell. As of November 11, 2024 The Spanish CNMC is expected to delay its final decision on BBVA's bid. As of November 12, 2024, BBVA has received the resolution of the CNMC in which it decides to initiate the second phase of the analysis of the economic concentration resulting from the Offer. The effectiveness of the Offer is contingent upon obtaining the authorization from the CNMC. BBVA has submitted a series of commitments to Spain's CNMC to address antitrust concerns regarding its proposed merger with Banco Sabadell. As of November 26, 2024, European Commission has approved the deal. As on December 5, 2024, The National Securities Market Commission (CNMV) has concluded that it will approve offer of BBVA over Banco Sabadell when the Competition Commission completes its analysis of the operation. As of December 23, 2024, The Mexican Federal Economic Competition Commission approved the deal. As of January 31, 2024, The Basque Competition Authority does not see any risk in the BBVA takeover bid for Sabadell for Euskadi transaction and would not place the resulting entity in a position of competitiveness. As on February 6, 2025, The Sabadell Chamber of Commerce announced that it will appeal the decision of the CNMC to deny it representation as an interested party in the resolution of the hostile takeover bid by BBVA for Banco Sabadell. As of April 8, 2025, The Sabadell Chamber of Commerce has sent a formal request to be consulted in the market test being prepared by the National Commission for Markets and Competition regarding BBVA's takeover bid for Banco Sabadell. As of April 16, 2025, Pimec urges National Commission of Markets and Competition not to authorize BBVA's takeover bid for Sabadell. As of April 30, 2025, The National Commission for Markets and Competition has approved BBVA's hostile takeover bid for Banco Sabadell. Spanish finance ministry will now have two weeks to analyze the situation before submitting it to weekly cabinet meeting. As of June 25, 2025, Government has set conditions for BBVA's takeover bid for Sabadell, vetoing the merger in practice. In addition to financing and employment, the Council of Ministers will prevent BBVA from merging Sabadell and preventing both entities from operating autonomously for a minimum of three years.
Banco Bilbao Vizcaya Argentaria, S.A. (BME : BBVA) cancelled the acquisition of Banco de Sabadell, S.A. (BME : SAB) on September 12, 2025. Banco Sabadell’s Board of Directors has unanimously recommended that its shareholders reject BBVA’s share exchange offer. The bank submitted its board report to the Spanish securities regulator (CNMV). Evercore, Goldman Sachs and Morgan Stanley acted as financial advisers to Banco de Sabadell. The report concludes that “the best option for shareholders is not to accept the offer.