Overview

• The acceptance window runs from 8 September to 7 October under a swap of 1 new BBVA share plus €0.70 in cash for every 5.5483 Sabadell shares, which implies a roughly 8–9% negative premium versus Sabadell’s market price.
• BBVA maintains it will not improve the price, though rules allow changes up to five business days before the deadline, and several brokerages say a higher offer may be needed to reach sufficient acceptance.
• The offer targets at least 50.01% of Sabadell, with the prospectus enabling a reduction to 30%; landing between 30% and 50% would trigger Spanish mandatory-offer requirements that could increase the cash outlay to gain full control.
• Regulatory clearance includes CNMV approval and CNMC commitments on SME service and branches, alongside a government-imposed 3–5 year block on operational integration; BBVA’s prospectus cites €900 million in synergies over four years and €1.45 billion in restructuring costs.
• Sabadell’s board will issue its report on 18 September after its chairman called the bid worse than the 2024 proposal, as the bank readies a €2.5 billion special dividend from the TSB sale; results of the offer are due 14 October with settlement slated for 17–20 October.