Mexican board member of Sabadell accepts BBVA's bid; board tells investors to reject bid

By Jesús Aguado

MADRID (Reuters) -Sabadell board member and third-largest shareholder David Martinez will accept BBVA's improved hostile takeover offer, he said on Tuesday, boosting the prospect of the bigger Spanish bank taking over its smaller rival.

A combined entity would become one of the largest lenders in Europe, with about 1 trillion euros by assets though the government has blocked a full-merger for at least three years.

Sabadell's board, however, told shareholders to reject the revised the offer, which currently values Sabadell at about 16.97 billion euros ($19.78 billion), as it still fundamentally undervalued the bank. BBVA said in a statement it welcomed Martinez’s announcement.

The recommendation from Sabadell's board is a last-ditch effort by Sabadell to stop its bigger rival from convincing enough shareholders that their future is better off with BBVA.

Sabadell's CEO Cesar Gonzalez-Bueno told Reuters that BBVA still undervalued Sabadell by about 26%.

BBVA had sweetened its offer to one BBVA share for every 4.8376 Sabadell shares, raising the implied price by 10% to 3.39 euros per Sabadell share, from the previous offer.

Sabadell shareholders have until Oct. 10 to decide, bringing an 18-month process that began with BBVA turning hostile closer to a conclusion.

As of August, Sabadell said on Tuesday it reached an accumulative net profit of 1.26 billion euros, representing a return-on-tangible ratio (ROTE), a measure of profitability of 15.1%.

MEXICAN BOARD MEMBER SEES RATIONALE IN BBVA BID

Martinez, who holds a 3.86% stake holding through Fintech Europe, said that he had decided to participate in the offer because he believed that the future consolidation of both banks in Spain would result in an even more competitive entity.

"Enormous attention has been paid to the price of the offer; in my view, this factor is secondary to the strategic benefits of the integration of the entities in the long term," he said, adding that he had abstained from endorsing the board's report as he did not not share some of the opinions.

At current market prices his holding is worth around 640 million euros.

In its bid to win over retail shareholders, BBVA on Monday announced a record interim dividend against 2025 results, while Sabadell on Tuesday raised its shareholder remuneration target to 1.45 billion euros this year from 1.3 billion euros.

BBVA is aiming to secure support from at least 50.01% of Sabadell shareholders, though it can lower the threshold to 30%.

If BBVA removes this condition and secures between 30% and 50%, it would be required to submit a second mandatory offer for the remaining shares, involving a cash alternative. In any case, the fair-value price would be set by the supervisor.

(Reporting by Jesús Aguado; additional reporting by Emma Pinedo; editing by Tommy Wilkes, Andrei Khalip and Nick Zieminski)