Overview

• Spain’s market regulator cleared the offer and the prospectus, setting a 30‑day acceptance period expected to run from Monday, September 8, to October 7, with results due the following week.
• U.S. SEC dispensations let BBVA align U.S. and Spanish timelines and permit waiving the original majority acceptance condition if it secures at least 30% of voting rights, a level that would trigger a mandatory full cash bid under Spanish takeover rules if control is not reached.
• BBVA chairman Carlos Torres said the bank seeks control of more than 50% and will withdraw the bid if it falls short, adding that the bank has no plans to improve the terms during the acceptance period.
• The approved consideration is one newly issued BBVA share plus €0.70 for each 5.5483 Sabadell shares, which several reports note currently implies a negative premium of roughly 8%–10% after Sabadell’s share gains and recent dividends.
• BBVA’s prospectus lifts expected synergies to €900 million but indicates most savings arrive in 2029 due to a three‑year integration restriction, while Sabadell’s board and Catalan business groups urge shareholders to reject the offer as undervalued.