Overview

• Spain’s market supervisor authorized the takeover and deemed BBVA’s prospectus sufficient, with a mixed consideration of one new BBVA share plus €0.70 for every 5.5483 Sabadell shares.
• The U.S. SEC granted three dispensations that synchronize OPA procedures, allow a potential waiver of the minimum acceptance threshold, and permit consideration adjustments if Sabadell pays a dividend during the offer.
• Following CNMV approval, BBVA has up to five business days to start an acceptance window that must last between 30 and 70 calendar days.
• BBVA says it may forgo the 50% acceptance condition if it reaches at least 30% of voting rights, which under Spanish law would obligate a full mandatory takeover within one month of settlement.
• Economy minister Carlos Cuerpo urged prudence from the parties, while some market sources view a 30% outcome as unlikely due to governance challenges and the cash nature of a subsequent mandatory bid.