Overview

• The acceptance window runs from 8 September to 7 October, with results slated for 14 October and settlement targeted between 17 and 20 October if the offer succeeds.
• The offer exchanges one newly issued BBVA share plus €0.70 for every 5.5483 Sabadell shares, implying about an 8% negative premium at Friday’s close, with retail holders warned of tax bills exceeding the cash received.
• BBVA set a minimum acceptance of 50.01% for control and retains the option to lower the threshold to 30%, as its chair Carlos Torres reiterated there will be no price increase.
• Advisers note a 30%–50% outcome would legally trigger a second, all‑cash bid for 100% that analysts estimate could exceed €9 billion, far above the roughly €2 billion seen as available to sweeten terms.
• Regulatory commitments require SME service and branch preservation and impose a three‑to‑five‑year block on a full merger, with synergies put at €900 million over four years and €1.45 billion in restructuring costs; Sabadell’s board will issue its opinion on 18 September after its chair labeled the bid worse than the 2024 proposal.