BBVA → Banco Sabadell
BBVA's hostile all-share bid for Banco Sabadell, worth €12.23bn at launch in May 2024 and about €17bn after a final increase, cleared the competition authority and survived a restrictive government condition, only to lapse in October 2025 when holders of just 25.47% of Sabadell's voting rights accepted.
A rare hostile bid in European banking, worth €12.23bn at launch, which lapsed in October 2025 after only 25.5% of shareholders accepted.
- Value
- $13.1B
- Announced
- May 2024
- Outcome
- Terminated
- Sector
- Banking
- Deal type
- acquisition
- Acquirer
- BBVA (Spain)
- Target
- Banco Sabadell (Spain)
Why it mattered
BBVA, Spain's second-largest bank by market value, counts Mexico as its main market, and Sabadell would have shifted its weight back towards Spain. Merger talks in 2020 had failed on price, and in early May 2024 Sabadell's board rejected a fresh approach as undervaluing the bank. On 9 May BBVA went to shareholders directly: one new BBVA share for every 4.83 Sabadell shares, a 30% premium, with €850m of pre-tax cost savings promised and Sabadell's owners to hold 16% of the combined group.
Approval took more than a year. Spain's competition authority, the CNMC, found the combined bank could hold more than half the market in some municipalities, opened an in-depth review in November 2024 and cleared the deal with BBVA's commitments on 30 April 2025. The government then intervened: on 24 June 2025 the Council of Ministers required the two banks to keep separate legal entities, balance sheets and management for three years, extendable to five, delaying the savings. Sabadell, meanwhile, decided in January 2025 to move its headquarters back to Catalonia and agreed in July to sell its British bank, TSB, to Santander for £2.65bn. In September BBVA raised its offer by 10%, made it entirely in shares and waived any further increase; acceptances closed on 10 October.
What it left behind
The result, published on 16 October 2025, fell short of the 30% minimum and the offer lapsed. BBVA restarted payouts at once — a €1bn buyback and a record €0.32 interim dividend worth €1.8bn — and sources at the bank suspected that a "false expectation" of a second, higher offer had influenced shareholders. Sabadell completed the TSB sale on 30 April 2026 for £2.863bn, about €3.3bn including value accrued before closing, declared a special dividend of €0.50 a share payable on 29 May and, as of September 2026, remains independent, with about €6.45bn of shareholder returns promised for 2025 to 2027. A minimum-acceptance condition keeps a bidder from being stuck with a small stake, but when crossing it could lead to a further offer it also gives the target's shareholders a reason to hold out.