BBVA set to launch 14.9 billion euro hostile bid for Sabadell on Monday

By Jesús Aguado and Emma Pinedo

MADRID (Reuters) -Spain’s BBVA said on Friday that its 14.9 billion euro ($17.44 billion) mostly share-based hostile bid for smaller rival Sabadell is scheduled to begin on Monday, following approval from Spain's market regulator.

BBVA said it now expects the merger to generate 900 million euros in cost savings, from an initial estimate of 850 million euros, but added that those combined benefits are now projected to materialise in 2029 after the Spanish government blocked a full merger of the two banks for at least three years. Combining the two lenders would create a bank with more than 1 trillion euros in total assets, the biggest Spanish bank after Caixabank, and mark the latest consolidation move in Spain's banking industry. Sabadell shareholders will have until October 7 to tender their shares, according to the expected calendar, with the results of the offer expected by October 14.

"We already have the deal up and running. It's a great offer with a lot of value creation potential. Let's get it done," BBVA's Chief Executive Onur Genc told analysts and investors in a conference call.

"It's really an invitation to join the leading European banking project," Chairman Carlos Torres added.

Sabadell’s board has 10 working days from September 8 to issue its formal opinion on the bid. BBVA aims to secure the majority of voting rights or 49.3% of Sabadell's shares.

Although the bank received authorisation from the U.S. Securities and Exchange Commission on Thursday to lower the acceptance threshold to 30%, Genc said BBVA still intends to secure at least 50% of voting rights.

Shareholders of Sabadell are widely dispersed. Its 20 largest shareholders are international institutional investors and none of them owns more than 7%, according to LSEG data.

BBVA now offers one newly issued ordinary share and 0.70 euros in cash for every 5.5483 ordinary Sabadell share.

Judging by the performance of both banks' shares since the bid was first announced in April 2024 investors seem to expect BBVA will sweeten its offer, even though the bank has ruled it out.

The offer is now worth around 14.9 billion euros, taking into account the new number of shares BBVA would have to issue now based on the new exchange ratio, Reuters calculations show with Thursday's closing prices.

BBVA can technically improve its offer until five days before the end of the acceptance period. Sabadell's shares trade above the original 30% premium BBVA offered over the closing price of Sabadell shares before the bid's announcement on April 29, 2024, and have since outperformed BBVA shares. ($1 = 0.8542 euros)

(Reporting by Jesús Aguado and Emma Pinedo, editing by Inti Landauro, Susan Fenton and Louise Heavens)