Spanish banking giant BBVA has officially initiated a takeover bid for its smaller counterpart, Sabadell Bank.
The move follows the green light from the Spanish National Securities Market Commission (CNMV), paving the way for Sabadell shareholders to weigh BBVA’s offer starting today, 8 September.
Under the terms of the proposal, BBVA is offering an exchange of one of its common shares plus €0.70 ($1.17) in cash for every 5.5483 Sabadell shares.
If accepted, the arrangement would grant Sabadell shareholders a 13.6% stake in BBVA.
The acceptance window for the offer is set to span 30 calendar days, concluding on 7 October.
In a statement on 5 September, BBVA said the proposal’s total value has seen an increase, from €12.2bn on 29 April 2024, just before the merger talks were publicised, to €17.4bn.
It marks a 43% uptick in the offer’s value over the stated period.
The offer also includes a premium, standing at 30% above Sabadell’s share price on the day prior to the merger discussions going public, and 42% above the average share price over the previous month.
BBVA chair Carlos Torres Vila said: “The union of two highly complementary banks at their best moment has an undeniable logic, and is beneficial for shareholders, customers and employees of both entities, and society as a whole. We invite Banco Sabadell shareholders to join this integration project with BBVA, the best possible partner, and a European leader in growth and profitability. Now is the time.”
In response, Josep Oliu, the chairman of Sabadell, reaffirmed his opposition to BBVA’s bid following an earlier rejection in May 2024 and an initial merger proposal in 2020.
Oliu said “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 highlighted that Sabadell’s value and shareholder returns have outpaced those of BBVA over the past 16 months, whereas the proposal remains unchanged at one BBVA share plus €0.70 in cash for every 5.5483 Sabadell shares.
Over the last 16 months, Sabadell’s shares have appreciated by 108%, compared to a 55% increase for BBVA, Sabadell said.
Sabadell CEO César González-Bueno added that in a preliminary evaluation of the proposal that “we have found even more shortcomings and omissions in the modelling and assumptions than in BBVA’s previous offer”.
Sabadell’s board of directors is set to conduct a detailed analysis and will soon issue an assessment of the offer.
Should Sabadell shareholders accept the current offer, they might face an 8% loss on their investment, miss out on an extraordinary dividend of €0.50 upon the completion of the TSB sale, and incur tax liabilities on capital gains from their share sale, the bank warned.