Banco Sabadell Calls for Higher BBVA Takeover Offer

Banco Sabadell stated this week to Europa Press that any potential second takeover bid by BBVA would need to come at a higher price than the current offer.

The statement followed remarks from BBVA Chairman Carlos Torres, who said the bank would “never” launch a second mandatory bid at a higher price.

BBVA formally launched its takeover offer for Sabadell on Sept. 8, more than a year after announcing its intention. To succeed, BBVA must secure at least 50% of Sabadell’s voting share capital, although the offer prospectus allows the threshold to be lowered to 30%.

If BBVA reduces the acceptance threshold, Spanish takeover rules require a second mandatory bid. That offer must be made in cash—or include a cash alternative—at a fair price determined under regulations and overseen by the National Securities Market Commission (CNMV).

Under takeover law, the fair price cannot be lower than the highest price paid for the same shares by the bidder or related parties in the 12 months prior to the offer announcement. The CNMV can also adjust the price in cases of dividends, extraordinary events, or unusual trading activity.

César González-Bueno, CEO, Sabadell, said any second bid should be “clearly more attractive” to encourage broader shareholder participation. “The intention of the regulator [the CNMV] is that it should exceed 50% acceptance in that second bid,” he said at the Inside LatAm: México 2025 forum.

Earlier this week, BBVA raised its offer by 10%, but Sabadell criticized the move as insufficient, arguing it merely aligns the offer with market value. Sabadell Chairman Josep Oliu said the improved offer does not reflect the bank’s long-term value and advised shareholders against accepting.

Under Spanish law, the CNMV will ultimately determine the conditions for any second bid if BBVA chooses to lower the acceptance threshold.