Overview

• Spain’s CNMV approved BBVA’s hostile OPA and its prospectus, with the acceptance period running from September 8 to October 7 and results expected around October 14.
• The SEC granted dispensations letting BBVA waive its previous 50% minimum if it ends with at least 30% of voting rights, and aligned U.S.–Spanish timelines and dividend-related adjustments.
• BBVA’s Carlos Torres says the bank seeks control of Sabadell and will withdraw the offer if it falls short of 50%, adding that the offer terms will not be improved.
• The consideration remains one new BBVA share plus €0.70 in cash for every 5.5483 Sabadell shares, a mix that currently implies a negative premium versus Sabadell’s market price.
• Sabadell’s board leaders criticize the bid and plan to issue formal guidance; if BBVA ends between 30% and 50%, Spanish law would force a mandatory cash offer, and government limits on integration push targeted deal synergies to €900 million by 2029.