Mexico's Comisión Federal de Competencia Económica cleared BBVA's acquisition of indirect control over Banco Sabadell's Mexican operations on 23 December 2024, granting the Spanish banking group a significant regulatory approval in one jurisdiction even as its broader contested takeover bid for Sabadell's parent company remains unresolved in Spain. The COFECE clearance covers Sabadell's retail and commercial banking operations in Mexico and removes a material condition that BBVA would need to satisfy to consolidate those assets.
COFECE's mandate is limited to assessing the competitive effects of the transaction within Mexican banking markets, making its review independent of the proceedings under way before Spanish financial regulators and competition authorities. The regulator concluded that BBVA's acquisition of indirect control over the Mexican units would not materially harm competition in the relevant domestic markets, clearing the way for the Spanish group to complete its consolidation of the Mexican business regardless of the outcome of the wider Sabadell transaction in Europe.
HOSTILE BID FOR SABADELL PARENT CONTINUES IN SPAIN
BBVA launched its unsolicited offer for Banco Sabadell in May 2024, seeking to acquire the Catalan lender in a transaction that would create one of the largest banking groups in Spain by assets and extend BBVA's domestic market presence significantly. Sabadell's board rejected the offer and urged shareholders to do likewise, and the bid has since moved through successive regulatory and shareholder stages without a definitive conclusion. The contested nature of the Spanish process makes the parallel Mexican regulatory clearance strategically important for BBVA, as it secures certainty over the Mexican assets irrespective of how the Spanish bid ultimately resolves.
BBVA already operates the largest bank in Mexico by assets through its BBVA México subsidiary, making the country by far the group's most profitable and significant international market. Adding Sabadell's Mexican retail and commercial operations would represent a bolt-on to an already dominant franchise, though the Mexican units are understood to be relatively modest in scale compared with BBVA México's existing balance sheet. For BBVA, the central strategic and financial rationale of the Sabadell transaction remains the Spanish operations rather than the Mexican assets.
REGULATORY SEQUENCE ACROSS MULTIPLE JURISDICTIONS
Multinational bank acquisitions routinely require competition and prudential clearances from regulators in each jurisdiction where the target has material operations, and the sequencing of those approvals can be complex and protracted. COFECE's decision to clear the Mexican portion of the transaction independently of the Spanish proceedings reflects the standard approach adopted by national competition authorities: each assesses competitive effects within its own territorial perimeter. The Mexican approval eliminates one outstanding condition and simplifies the regulatory path for BBVA should the broader Spanish transaction ultimately proceed.
The overarching BBVA-Sabadell transaction in Spain remains subject to the ongoing review process involving the Spanish securities market regulator, the CNMC competition authority, and the potential need for a shareholder vote at Sabadell. Until those proceedings reach a conclusion, Sabadell continues to function as an independent listed entity. BBVA's receipt of the Mexican clearance in the final days of 2024 narrows the set of outstanding regulatory conditions and keeps the broader acquisition on a procedural path towards a potential resolution in the months ahead.