Deadline for Sabadell shareholders to answer BBVA's call concerning their shares
BBVA's public takeover offer (opa) for Banc Sabadell has been making headlines recently. Here's a breakdown of the key points surrounding this significant financial move.
The offer, which begins on September 8 and ends on October 7, 2025, comes with a swap: those who accept will receive one new BBVA share and 0.70 euros in cash for every 5.5483 Sabadell shares they own. However, the offer has been met with criticism from Sabadell's current management, minority shareholders, and Catalan business leaders due to the established swap.
The success of the takeover is conditional on the acceptance of more than half of Sabadell's voting rights, approximately 2.5 million. If BBVA exceeds 30% of the voting rights, they will have to launch a second mandatory cash tender offer at the fair price, as defined by Spanish law. This scenario is outlined in the informative prospectus, which the National Securities Market Commission (CNMV) has announced the acceptance period for.
BBVA's president, Carlos Torres Vila, defends that the shares have appreciated significantly since the takeover offer was announced. However, Sabadell's president, Josep Oliu, values that the offer is around 8.5% below Sabadell's current quotation. The president of the employers' association Foment del Treball, Josep Sánchez Llibre, also stated that the market price of Banc Sabadell is between 35% and 40% above the value marked by the stock market.
AAMBS, the Minority Shareholders Association of Banco Sabadell, has filed a complaint against the possibility of lowering the acceptance limit to 30%. They argue that BBVA aspires to control the bank without counting on half of its shareholders. The association also recalled that shareholders who accept the offer will no longer receive the extraordinary dividend of 50 cents planned for early 2026.
BBVA has the option to modify its offer if it results in a more favorable treatment for Sabadell shareholders. If BBVA does not reach 50% of the voting rights, they have stated that they will abandon the operation as they have no interest in remaining as shareholders without controlling the entity.
The prospectus also includes a scenario if BBVA reaches 30% of the voting rights, requiring a second mandatory cash tender offer at the fair price. BBVA looks to the long term, promising a 25% higher earnings per share with the final merger than they would otherwise.
The acceptance period could be extended, but not beyond 70 days, and BBVA must notify at least three natural days before October 8 if they intend to do so. The future of Banc Sabadell remains uncertain as the acceptance period for BBVA's takeover offer unfolds.
