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Recommendation of the Board of Directors of Banco Sabadell on the revised offer of BBVA’s hostile takeover bid

September 30, 2025

According to the Banco Sabadell Board of Directors’ report:

 

The Board is of the opinion that the takeover bid in progress will obtain a very low level of acceptance. It continues to recommend that its shareholders should not accept it for three
reasons:

01.
The price continues to be significantly lower than the value of Banco Sabadell on its own

The Board has analyzed different valuation methods and considers that Banco Sabadell has an upside potential of up to 26% over the price offered by BBVA.1


BBVA is offering a price very similar to the current Banco Sabadell share price.2

02.
The total remuneration expected for Banco Sabadell shareholders over the next three years is clearly higher

The Banco Sabadell shareholders:

Between 2025 and 2027, Banco Sabadell expects to make dividend distributions and share buybacks for its shareholders of around 40% of its current share price, including an extraordinary cash dividend of 50 cents per share linked to the sale of TSB, which is expected to be paid during the first quarter of 2026.3

 


Shareholders who accept BBVA’s offer:

In contrast, shareholders who accepted the current offer would receive expected dividend distributions and share buybacks that are between 21% and 28% lower during that period.4

 

 

On September 29, 2025, BBVA announced an interim dividend for the 2025 results of €0.32 gross per share. Applying the exchange ratio of the ongoing takeover bid, this interim dividend amounts to €0.066 per Banco Sabadell share, which is less than half of the €0.14 per share interim dividend for 2025 announced by Banco Sabadell (€0.07 already paid in August 2025 and €0.07 expected in December 2025).⁵

 

All of this reinforces Banco Sabadell’s superior ability to remunerate its shareholders at present.

03.
Accepting the takeover bid now would entail major risks

If they are residents of Spain, those who realize capital gains by accepting the ongoing takeover bid would be required to pay taxes, even if they have not yet received the cash amount.


Having become BBVA shareholders due to the completion of the ongoing takeover bid:7

  • They would not be able to participate in the second takeover bid, which would be 100% in cash at a price no lower7than that of the first.
  • As BBVA shareholders, they would be affected by the cost of that second takeover bid.

Learn more about the ‘hostile’ takeover bid