BBVA–Sabadell hostile bid explained: terms, timeline, thresholds and what investors should watch

BBVA has put a firm date on its attempt to absorb Banco Sabadell: the hostile tender opens Monday and runs through October 7. The package, worth roughly €14.9 billion at current marks, blends stock and cash and is designed to deliver a step-change in scale—north of €1 trillion in assets—if the bank can convince a dispersed shareholder base to tender. For investors sorting through the mechanics, the offer boils down to three levers: the exchange ratio, the acceptance thresholds, and the synergy math.

Start with the terms. Sabadell holders are being offered one new BBVA share plus €0.70 in cash for every 5.5483 Sabadell shares. Because the consideration is predominantly equity, the implied value floats with BBVA’s share price. That structure aligns outcomes with the buyer’s currency while keeping cash outlay manageable. The bank retains the option to improve the bid up to five days before the window closes, although management has guided that the proposal is already “full and fair.” The tension in the market is visible in Sabadell’s price action relative to the initial premium—investors are testing whether a final tweak emerges or whether BBVA stays disciplined.

Now the thresholds. Spain’s market green light is in hand, and, critically, BBVA also secured U.S. regulatory approval that would allow the offer to succeed with as little as 30% of Sabadell’s capital tendered. Even so, leadership has signaled a preference for majority control or at least 49.3% of the votes to give operating flexibility. Sabadell’s board has ten working days from September 8 to publish its formal view; with the top 20 owners all institutions and none above a 7% stake, this is a classic “many small swings” vote where proxy advisors and passive money could tip the balance.

Finally, the synergies. BBVA lifted its target to €900 million annually, but pushed the horizon out to 2029 because the Spanish government has blocked a full legal merger for at least three years. In practice, that delays deep integration—core systems, branch overlaps, and headcount adjustments—limiting what can be achieved in the near term. The investment case, therefore, hinges on a longer runway: cost takeout realized in phases, improved funding mix from a larger retail base, cross-selling to SMEs, and digital scale effects. Execution risk sits on the other side of the ledger—regulatory guardrails may constrain the pace of optimization, while macro softness could slow revenue synergies.

If the deal lands, the combined group would sit just behind Caixabank in Spain with a stronger position in SMEs and a broader European footprint, balanced by BBVA’s Latin American earnings engine. For Sabadell investors, the decision is nuanced: accept equity in a larger, more profitable bank (in theory) and a small cash kicker today, or hold out in the hope of a sweeter bid that may never come. For BBVA holders, the calculus is about dilution versus durable value creation—does the long-dated €900 million synergy number, even with a later arrival, offset the additional shares and integration complexity?