Overview

• Banco Sabadell’s board formally advised shareholders not to accept BBVA’s hostile offer, calling the terms insufficient and saying the deal undervalues the bank.
• Director and 3.86% shareholder David Martínez filed a dissenting note on the board’s reasoning yet also rejected the current bid, calling the price “unrealizable.”
• Investors have until October 7 to tender, with results due October 14, and BBVA can still revise its proposal up to 10 business days before the deadline.
• Sabadell argues the offer carries a negative premium versus recent trading and may undervalue the bank by as much as 40% using traditional metrics, while also flagging BBVA’s exposure to Mexico and Turkey as a risk.
• Regulators have cleared the OPA under conditions, including a government requirement to keep both banks operationally separate for at least three years, and Spanish rules could force an all-cash follow-up if BBVA lowers its 50% threshold and lands between 30% and 50%.