BBVA's hostile takeover bid (OPA) to absorb Banco Sabadell has failed after 17 months, securing only about 25% acceptance of the capital, below the 30% minimum threshold set. This marks the second failure for BBVA president Carlos Torres, following an unsuccessful attempt in 2020. Rejection from shareholders, regulators, and the Spanish government has shaped the outcome of this banking battle.
The process began on April 30, 2024, when BBVA notified the CNMV of its friendly merger proposal with Banco Sabadell, immediately rejected by its president, Josep Oliu, who argued it undervalued the Catalan bank's potential. Facing refusal, BBVA launched a hostile OPA on May 9, 2024, offering one new share for every 4.83 Sabadell shares plus 0.7 euros in cash. This was the first hostile takeover in the Spanish banking sector in four decades.
The path was fraught with hurdles. The CNMC approved the deal on April 30, 2025, with conditions like maintaining presence in low-population municipalities, but the Spanish government imposed tougher restrictions on June 24, 2025: the entities must remain separate for three years, extendable to five, with independent assets and management, halving synergies according to analysts. BBVA appealed these conditions to the Supreme Court on August 17, 2025.
Sabadell countered by selling its British subsidiary TSB to Banco Santander for 3,100 million euros on July 1, 2025, allocating 2,500 million to an extraordinary dividend approved by 99.6% of shareholders. BBVA adjusted its offer multiple times, raising it 10% on September 22, 2025, to one share for every 4.837 Sabadell shares, and lowered the minimum threshold to 30%. However, the acceptance period, opened on September 8 and closed on October 10, 2025, only attracted 25.47% of voting rights.
Carlos Torres acknowledged the failure on October 16, 2025, thanking shareholders who supported the 'union project' and announcing a 1,000 million euro share buyback program and a 0.32 euro per share dividend. "The offer is extraordinary," Torres had defended in September, but Oliu recommended 'throwing the proposal in the trash.' Politicians like Salvador Illa celebrated the outcome: "It confirms what we have always defended, a banking system adapted to Catalonia's reality." Yolanda Díaz called it 'good news' for avoiding banking concentration and employment risks. The government expressed 'total respect' for shareholders' decision.
This defeat defines Torres's mandate, renewed for four years, and leaves Sabadell independent, though facing challenges in a sector seeking European consolidation.