Overview

• Sabadell’s board urged investors to turn down the updated offer, arguing the price is insufficient, the bank’s own distributions are superior, and the deal carries risks including tax uncertainty, with chairman Josep Oliu saying acceptances are very low.
• Director and largest individual holder David Martínez, who owns 3.86% of Sabadell, said he will tender into the offer, breaking board unity and leaving BBVA needing a little over 26% of the remaining shares to reach 30%.
• BBVA’s revised proposal values Sabadell about 10% higher and shifts to a pure share exchange of 1 BBVA share for every 4.8376 Sabadell shares to improve tax treatment.
• To encourage acceptances, BBVA approved a €0.32 interim dividend payable on Nov. 7 after settlement, which the bank says would be received by Sabadell holders who swap their shares but not by those who wait for a potential mandatory follow‑on bid.
• Sabadell responded with an additional €150 million shareholder payment, as the CNMV‑supervised acceptance period runs until Oct. 7 and outcomes range from BBVA winning control above 50% to a mandatory cash offer if it lands between 30% and 50%.