The Capital Markets Board of Türkiye has approved BBVA's voluntary tender offer for the remaining share capital of Garanti BBVA, clearing the principal regulatory hurdle for the Spanish bank to move towards full ownership of Turkey's third-largest private lender. The approval was granted under Communiqué II-26.1, the framework that governs mandatory and voluntary public tender offers on the Borsa İstanbul, and represents a significant step in BBVA's decade-long programme of steadily increasing its exposure to the Turkish retail and commercial banking market.
BBVA currently holds 49.85% of Garanti BBVA, a stake that was assembled over more than a decade through successive acquisitions. The bank first secured a 39.9% holding in the Turkish lender and subsequently acquired a further 9.95% stake that brought its total to just under half of the company's issued capital by 2017. The voluntary tender offer announced earlier this year targets the remaining shares held by Turkish institutional investors, retail shareholders and the broader public float on the Borsa İstanbul, with the aim of achieving complete control of the franchise.
A DECADE-LONG STRATEGIC COMMITMENT TO TURKEY
BBVA's deepening involvement in Garanti BBVA reflects a long-running and deliberate strategic conviction that Turkey, despite its well-documented macroeconomic volatility and episodes of currency pressure, offers compelling long-term growth prospects for retail and commercial banking. The Spanish group has repeatedly and publicly described its Turkish franchise as one of its most valuable assets, noting that it has contributed meaningfully to group revenues even in years when the lira's depreciation against the euro created accounting headwinds, because volume growth and wide lending margins in the local market have offset currency translation effects.
The relationship between BBVA and Garanti BBVA predates the current majority position by several years, with cross-border operational collaboration building steadily alongside the progressive share accumulation. Garanti BBVA operates one of Turkey's largest branch networks and has invested heavily in its digital and mobile banking infrastructure, giving BBVA direct access to tens of millions of retail customers and a substantial corporate and SME loan book that spans the breadth of the Turkish economy.
TENDER PROCESS AND SHAREHOLDER IMPLICATIONS
The CMB's approval under Communiqué II-26.1 means that the voluntary offer can now proceed to its formal acceptance period, during which the remaining shareholders of Garanti BBVA will have the opportunity to tender their holdings at the price offered by BBVA. The terms of the offer were filed with the regulator as part of the approval process, and eligible shareholders will be notified through the standard Borsa İstanbul mechanisms for public tender procedures. A successful offer that reaches the relevant threshold would allow BBVA to seek the delisting of Garanti BBVA from the Borsa İstanbul, simplifying the group's corporate structure and eliminating the ongoing costs and obligations associated with maintaining a publicly traded subsidiary.
For existing minority shareholders, the tender offer provides a clearly defined exit at a fixed price, and whether that price proves attractive in the context of Turkey's currently elevated interest rate environment and lira valuations will determine how widely the offer is accepted. BBVA has not indicated publicly what level of acceptance it considers the minimum necessary to proceed with any subsequent delisting application. The outcome of the acceptance period will therefore be the next critical milestone in BBVA's pursuit of full ownership of one of its most strategically important international assets.