BBVA Moves Forward With Sabadell Takeover Despite TSB Sale

The Spanish multinational financial services company BBVA [BBVA.E] confirmed yesterday (11 August) that it will proceed with its takeover bid for Banco Sabadell [SAB.E] despite Sabadell’s approval to sell its UK unit, TSB, to Banco Santander [SAN.E].

On 6 August, Sabadell shareholders backed the sale of 100% of TSB and related securities, along with an extraordinary cash dividend of EUR 0.50 per share, conditional on the deal’s completion.

Under the Spanish takeover law, these decisions allowed BBVA to withdraw its offer with the consent of the financial regulator CNMV. After reviewing the resolutions and available information, the bank said it will not exercise that right and will thus keep the bid in place.

TL;DR

• The TSB sale is valued at GBP 2.65 billion

• Sabadell approved the  planned dividend of EUR 0.50 per share 

• The TSB transaction will not alter BBVA’s offer terms

• BBVA needs 50.1% shareholder approval to proceed

• The acceptance period opens in September for 30–70 days

TSB Sale Details and Financial Impact?

Sabadell has agreed to sell TSB for GBP 2.65 billion (EUR 3.10 billion) as of 31 March. After adding profits generated until the projected 1q26 closing, the final price is expected to reach GBP 2.87 billion.

The deal will fund an extraordinary dividend of EUR 0.50 per share, or about EUR 2.5 billion, payable in April 2026.

Sabadell said the TSB transaction will not affect the offer or trigger adjustments, as BBVA’s takeover bid is set to close this year and the UK sale will complete in 2026. (Source: Sabadell)

Can the BBVA Takeover Succeed?

Whether the takeover succeeds will ultimately depend on Sabadell shareholders. The acceptance period, set to open in September for 30–70 calendar days, will be governed by BBVA, which has set a minimum acceptance threshold of 50.1% of Sabadell’s share capital for the deal to proceed.

In its most recent July meeting, BBVA CEO Onur Genç again ruled out raising the offer, which currently consists of 1 new BBVA share plus EUR 0.70 in cash for every 5.3456 Sabadell shares.

Meanwhile, Sabadell CEO César González-Bueno has called the proposed share-exchange terms “impossible” to pass under current conditions, adding that BBVA must either improve the bid or withdraw it.

Still, only time will tell what lies ahead.

Conclusion

BBVA keeps its bid intact with the acceptance window set to open in September. Sabadell shareholders will then decide whether the current terms reach the 50.1% threshold.

Management has ruled out a higher price, while Sabadell questions the exchange terms. Attention now centres on tender take-up over the 30–70 day window and whether the deal can close this year.

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