Overview

• The bid offers one new BBVA share plus €0.70 in cash for every 5.5483 Sabadell shares, a swap that implied about an 8% discount versus Sabadell’s last close.
• Spain’s CNMV approved the prospectus after BBVA accepted CNMC commitments on SME service and branch networks and a Council of Ministers mandate to keep both banks operationally separate for three to five years.
• BBVA targets at least 50.01% acceptance, reserves the option to lower the threshold to 30%, and its chair Carlos Torres has not committed to improving the price.
• Sabadell’s board will issue its opinion on 18 September after chair Josep Oliu called the proposal “worse” than the offer the bank rejected in May 2024.
• The calendar sets acceptance closing on 7 October, results on 14 October, and settlement between 17 and 20 October, alongside Sabadell’s approved €2.5 billion special dividend from the TSB sale that would add an estimated 60 bps to BBVA’s CET1 if the offer succeeds.