Important information Possible tax implications of accepting BBVA’s takeover bid
Banco Sabadell wants its shareholders to make an informed decision regarding BBVA's bid. Hence, we inform you of the tax implications should you accept the bid.
If you agree to the takeover bid you may have to pay tax, although basically it is a share swap
BBVA is offering 0,187 BBVA shares and 0,13 euros in cash for each Banco Sabadell share.
This cash component implies that the operation cannot be treated as a neutral share swap for tax purposes, but rather it must be treated fiscally as if one is selling Banco Sabadell shares and purchasing those of BBVA.1
Example for illustrative purposes of a Banco Sabadell shareholder who would incur a tax cost (taxes) if they decided to accept the bid.
For illustrative purposes, let us assume that at the time of the swap the Banco Sabadell shares are trading at €2.871 and BBVA shares at €12.915 (closing price on 04/07/2025).
and 7,551€
Maria would have to declare this transaction in her next income tax return, paying a tax cost between €5,166 and €7,551. As she would only receive €1,319 in the swap, she would have to finance the tax payment with between €3,847 and €6,233 from her savings or by selling part of the BBVA shares.
Example for illustrative purposes of a Banco Sabadell shareholder who would not incur a tax cost (taxes) if they decided to accept the bid.
For illustrative purposes, let us assume that at the time of the swap the Banco Sabadell shares are trading at €2.871 and BBVA shares at €12.915 (closing price on 04/07/2025).
John would have to declare this transaction in his next tax return, with no tax cost.
1. Article 76.5 of Law 27/2024 of 27 November, on Corporate Income Tax.
2. For this example, the purchase price is assumed to equal the tax acquisition value.
Here you can see an approximate calculation of the possible tax cost to you if you accept the bid
Tax applicable to the transaction
If the shareholder accepts the takeover bid, the transaction is taxed as a sale of Banco Sabadell shares and a purchase of BBVA shares. Such taxation will depend on the type of taxpayer involved.3
Generally speaking, natural persons are taxed on a progressive savings scale (from 19% to 30%)4 whereas legal persons are taxed at the applicable rate according to Corporate Income Tax rules.
3. Personal Income Tax (IRPF) regulations, Corporate Income Tax (IS) regulations and Non-Resident Income Tax (IRNR) regulations, also considering the rules applicable to exchanges of goods or rights.
4. Scale from 20% to 25% for Alava, Bizkaia and Gipuzkoa. Scale from 20% to 28% for Navarre.