Published by Global Banking & Finance Review®
Posted on January 10, 2025
2 min readLast updated: January 27, 2026
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BBVA lowers its acceptance threshold for Sabadell's bid to 49.3%, aiming to acquire over half of voting rights. The move awaits regulatory approvals.
MADRID (Reuters) -Spanish bank BBVA has tweaked its tender bid for Sabadell by reducing the minimum acceptance condition as it excludes the number of treasury shares of the targeted smaller rival, BBVA said on Thursday.
BBVA's offer now targets the number of shares that would allow BBVA to acquire at least more than half of Sabadell's effective voting rights represented currently by 5.36 billion shares, at the end of the acceptance period, instead of the previous 50.01% of its total capital.
Taking into account that Sabadell held close to 78.8 million treasury shares in May, BBVA would therefore lower the acceptance threshold to 49.3%, according to Reuters calculations.
BBVA added that if the deal was successful, it would seek the redemption of Sabadell's treasury shares at its first shareholders' meeting, "reducing the share capital and locking up those shares in the meantime".
Under the new terms, BBVA would need to buy 2.68 billion shares of the total of 5.44 billion shares of outstanding capital of Sabadell, instead of the 2.72 billion stock required in the initial offer.
BBVA, which bid for Sabadell last April and went hostile in May, is working on concessions after Spain's competition watchdog said its bid, initially valued at 12.28 billion euros ($13 billion), must undergo a longer review.
As BBVA shares have fallen to 9.902 euros from 10.90 euros since the offer was first made, and including the previous tweaked offer to adjust for dividend payments, the bid values Sabadell at about 10.9 billion euros.
Combining the two lenders would create a bank with more than 1 trillion euros ($1.04 trillion) in total assets and mark the latest consolidation move in Spain's banking industry.
Spain's second-largest bank already secured clearance from the European Central Bank and authorities in several countries where Sabadell has a presence.
The acquisition, which the Spanish government opposes, also requires authorisation from Spain's stock market supervisor.
(Reporting by David Latona and Emma Pinedo, additional reporting by Jesús Aguado; Editing by Andrei Khalip and Rod Nickel)
BBVA lowered the minimum acceptance condition for its tender bid for Sabadell, now targeting a threshold of 49.3% of shares.
BBVA needs to buy 2.68 billion shares of Sabadell's total 5.44 billion outstanding shares to achieve its bid.
BBVA's bid, initially valued at 12.28 billion euros, has faced scrutiny from Spain's competition watchdog and requires various regulatory approvals.
The merger would create a bank with over 1 trillion euros in total assets, marking a significant consolidation in Spain's banking sector.
BBVA's acquisition of Sabadell requires authorization from Spain's stock market supervisor and has already received clearance from the European Central Bank.
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