BBVA to Proceed with Takeover Bid for Sabadell Despite TSB Sale Approval

BBVA will maintain its takeover bid for Banco Sabadell despite investor backing for Sabadell's decision to sell its UK unit TSB to Banco Santander. BBVA made an unsolicited bid in May last year, which was rejected by Sabadell. The takeover target held a shareholder meeting last week that supported the TSB sale, resulting in a dividend of approximately 2.5 billion euros.

BBVA SA has decided to maintain its takeover offer for Banco Sabadell SA despite investor backing for Sabadell's decision to sell its UK unit TSB to Banco Santander SA. The Spanish bank, whose formal name is Banco Bilbao Vizcaya Argentaria SA, made an unsolicited bid for Sabadell in May last year, which was quickly rejected by the takeover target. However, BBVA has remained steadfast in its pursuit, even after Sabadell shareholders approved the sale of TSB to Banco Santander at a shareholder meeting last week.

Sabadell's shareholders overwhelmingly backed the sale of TSB, with 99.6% voting in favor. The deal is valued at over €3.3 billion and is expected to close in the first quarter of 2026, subject to regulatory approval. This sale will result in an extraordinary dividend of approximately €2.5 billion, distributed to investors who remain shareholders after the transaction [5].

BBVA's formal offer, submitted in May 2024, aims to acquire 100% of Sabadell’s shares. The offer remains in effect despite the TSB sale, as BBVA has decided not to withdraw the bid after reviewing the resolutions adopted by Sabadell’s shareholders. The bank has stated that it will start the acceptance period of its takeover bid in early September [2].

The decision to maintain the bid comes despite potential integration challenges and political opposition. The Spanish government has argued that a deal would raise competition issues, potentially making it harder for BBVA to extract cost savings that typically make acquisitions worthwhile. However, BBVA's Chief Executive Officer Onur Genc has left the door open to walking away from the deal if it no longer makes sense [1].

The proposed merger would create a new behemoth in Spain, with BBVA being the second-largest bank by assets and Sabadell being the fourth-largest one. BBVA has offered one newly-issued share and €0.70 in cash for each 5.3456 ordinary shares of Sabadell, valuing the bank at around €16.6 billion at Monday’s prices, compared with a market value of €17.6 billion [3].

References:
[1] https://www.bloomberg.com/news/articles/2025-08-11/bbva-sticks-with-its-sabadell-takeover-bid-despite-tsb-sale
[2] https://www.investing.com/news/company-news/bbva-maintains-takeover-bid-for-banco-sabadell-despite-tsb-sale-93CH-4183513
[3] https://www.livemint.com/companies/news/bbva-sticks-with-its-sabadell-takeover-bid-despite-tsb-sale-11754931582064.html
[4] https://news.bloomberglaw.com/mergers-and-acquisitions/bbva-sticks-with-its-sabadell-takeover-bid-despite-tsb-sale
[5] https://www.catalannews.com/business/item/sabadell-shareholders-approve-33-billion-sale-of-tsb-amid-bbva-takeover-bid