The Spanish stock market regulator, CNMV, has authorized BBVA's improved takeover offer for Banco Sabadell, marking a significant development in the acquisition attempt that began nearly eighteen months ago. The revised proposal, announced earlier this week, represents a 10% improvement over the initial offer terms. Shareholders now have until October 10 to decide whether to accept the enhanced bid, which eliminates the cash component present in the original offer structure.
Under the new terms, BBVA will exchange one of its shares for every 4.8376 Sabadell shares, compared to the previous ratio of one BBVA share for every 5.5483 Sabadell shares plus 70 euro cents in cash. The CNMV noted that the modification "consists of an improvement in the mixed consideration offered with modification of its nature." BBVA has emphasized that the revised structure neutralizes tax implications for Sabadell shareholders who choose to accept the offer.
The premium for BBVA's offer rose slightly to 2.9% on Wednesday from 2.62% the previous day, as BBVA shares gained 1.3% to €16.385 while Sabadell shares increased 1.04% to €3.292. This valuation places Sabadell at €3.387 per share, representing a total enterprise value of approximately €16.94 billion. Market analysts acknowledge the improved terms as attractive but question whether they will be sufficient to secure the 50.1% voting rights threshold BBVA seeks for effective control.
Market speculation continues to grow regarding the possibility of BBVA acquiring only 30-50% of Sabadell's voting rights, which would trigger regulatory requirements for a second takeover bid. Sabadell's management, including CEO César González-Bueno, has suggested shareholders might benefit from waiting for a potential second offer, which analysts believe could feature more attractive terms set by the CNMV. Despite this uncertainty, BBVA maintains its firm commitment to achieving majority control of its Catalan rival.
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