The Chairman of Banco Sabadell, Josep Oliu: “this offer significantly undervalues Sabadell and its future prospects, and is even less attractive than the initial BBVA bid rejected by the Board in 2024.”

• The Chairman of the bank reiterates his opposition to BBVA’s offer following the initial rejection in May 2024 and to the earlier merger project in 2020.
• CEO César González-Bueno stated that in a preliminary reading of the proposal “we have found even more shortcomings and omissions in the modelling and assumptions than in BBVA’s previous offer.”
• Over the past 16 months, Banco Sabadell’s shares have appreciated by 108% and BBVA by 55%.Banco Sabadell’s Board of Directors will carry out a new in-depth analysis and, in the coming days, issue an assessment of the offer.
• If Sabadell shareholders accept BBVA’s offer as it stands, they would lose more than 8% of their investment, forego the extraordinary dividend of €0.50 when the sale of TSB is completed, and have to pay taxes on the capital gains from the sale of their shares.

5th September 2025

The Chairman of Banco Sabadell, Josep Oliu, stated after the CNMV published the prospectus and BBVA’s offer became known, that “this offer significantly undervalues Sabadell and its future prospects, and is even less attractive than the initial BBVA bid rejected by the Board in 2024.” He explained that Banco Sabadell has appreciated more in value and delivered higher returns to its shareholders than BBVA over the past 16 months, while the proposal remains one BBVA share plus €0.70 in cash for every 5.5483 Banco Sabadell shares.

In this regard, Banco Sabadell is the best performing European bank with the best stock market performance over the past five years and has an excellent outlook for shareholder remuneration. Taking 6 May 2024 as a reference point, Banco Sabadell’s shares have appreciated by 108% and BBVA’s by 55%.

For his part, the bank’s CEO, César González-Bueno, said that “in our our preliminary review we found even more shortcomings and omissions in the modelling and assumptions than in the previous version. Notably, the option for BBVA to acquire less than 50% of Sabadell’s shares reflects a clear lack of conviction in their own proposal, and doubts over the attractiveness of their offer.”

“It seems like an inadequate offer based on unrealistic assumptions, but we will need to analyse it in detail before giving a full assessment,” said Banco Sabadell’s CEO.

In any case, Oliu reiterated that it is important for Banco Sabadell’s shareholders to know that, “if they accept BBVA’s offer today, they lose more than 8% of their investment, they give up the extraordinary dividend of €0.50 that will be paid in early 2026 when the sale of TSB is completed, and they have to pay taxes on the capital gains from the exchange  of the shares, and in the vast majority of cases they will receive less cash than they will have to pay to the Treasury.”

Banco Sabadell has full confidence in the attractiveness of its standalone project based on the new 2025–2027 Strategic Plan, under which it expects to exceed €1.6 billion in profits in 2027 and raise its ROTE to 16% after deconsolidating its UK subsidiary TSB. To achieve this, the bank aims to increase commercial activity in Spain at a pace above the market in most business segments; grow its loan portfolio by 5% annually; improve its risk profile; boost revenues; and maintain efficient cost management.

The Board of Directors will conduct a comprehensive analysis of the offer in the coming days of what is most beneficial to shareholders. A formal recommendation will be communicated to shareholders once that is complete. In the meantime, the Board recommends shareholders take no action.