BBVA has raised its unsolicited offer for Banco Sabadell by 10%, proposing one BBVA share for every 4.8376 Sabadell shares, equivalent to €3.39 per Sabadell share and valuing the target at approximately €17 billion. The revised terms, announced on 22 September 2025, represent the latest move in a protracted takeover contest that has kept Spanish banking at the top of European dealmaking headlines for months and placed the country's financial regulator, politicians, and institutional shareholders at the centre of one of the most consequential corporate battles on the continent.
Sabadell's chief executive responded without delay, describing the improved offer as 'clearly small' and making clear that the board had no intention of recommending that shareholders accept the bid. The rejection prolongs a standoff that began when BBVA first approached Sabadell with a merger proposal that the target's board dismissed as undervaluing the franchise, prompting BBVA to take its case directly to the wider shareholder base rather than abandon the pursuit entirely.
TERMS AND STRUCTURE OF THE REVISED BID
Under the updated exchange ratio of 1 BBVA share per 4.8376 Sabadell shares, investors who tender their holdings would receive equity in what BBVA has argued would become one of the most significant lenders in Spain and a materially larger presence in European retail banking. BBVA has publicly framed the combination as creating value through cost synergies and cross-selling opportunities that neither institution could replicate independently, though Sabadell's management has consistently disputed those projections and maintained that the standalone case is more compelling than the acquirer acknowledges.
Crucially, BBVA's board agreed not to offer any additional sweeteners beyond the revised 10% uplift and confirmed that it would not extend the 30-day acceptance window for Sabadell shareholders. That stance closes the door on further negotiation and signals that BBVA is willing to let the offer lapse if shareholder support does not materialise within the specified timeframe. The combination of a firm ceiling on price improvements and a fixed deadline places the decision squarely with Sabadell's investor base, many of which are large institutional funds with their own views on the intrinsic value of the bank.
POLITICAL AND REGULATORY DIMENSIONS
The pursuit of Sabadell has generated sustained political commentary in Spain, where some officials and trade unions have argued that the concentration of banking power in fewer hands poses risks to competition and regional lending, particularly in Catalonia, where Sabadell has its roots. BBVA has sought to address those concerns in its public communications, but the political overlay has added a layer of complexity that a purely market-driven transaction would not typically face. The Spanish government has the ability to refer foreign acquisitions of significant domestic institutions for review, and observers have noted that ministerial statements have occasionally shifted in tone as the deal progressed.
The regulatory framework governing the offer requires Sabadell shareholders to make a judgment that weighs the certainty of BBVA's cash-and-shares proposal against the upside scenario that Sabadell's management has articulated as the alternative. With BBVA having drawn a firm line under the revised terms and the clock now running, the market is watching closely to see whether the 10% uplift is sufficient to shift enough institutional opinion to reach the threshold that would give BBVA the controlling stake it is seeking.