Sabadell shareholders approve TSB sale, $2.9 billion special dividend

MADRID (Reuters) -Sabadell shareholders on Wednesday unanimously approved the sale of its TSB business in Britain to Santander, which analysts see as a defensive move against BBVA's hostile takeover bid.

The shareholders also backed a one-off cash dividend worth 2.5 billion euros ($2.90 billion) from the TSB sale.

Sabadell agreed last month to sell TSB to Santander for an initial 2.65 billion pounds ($3.53 billion) in cash, which analysts viewed as a strategy to stop BBVA's takeover approach, which aims to create Spain's second-biggest bank by credit volume after Caixabank.

BBVA did not immediately reply to a Reuters request for comment following the Sabadell votes.

BBVA can now decide whether to withdraw its 15-billion-euro offer or carry on with it, which would require approval of its bid prospectus by the market regulator - expected at the beginning of September, when the acceptance period for the bid is expected to start.

BBVA would then follow with a formal offer and Sabadell shareholders would have 30 to 70 days to tender their shares.

Sabadell Chairman Josep Oliu told shareholders on Wednesday the TSB sale allowed Sabadell to focus on the Spanish market, "where the bank has a greater growth capacity".

Sabadell had bought TSB in 2015 for 1.7 billion pounds.

In Spain, the law requires governing bodies of a company targeted in a takeover bid to seek shareholder approval before promoting or taking any action that might prevent an acquisition from succeeding.

BBVA's bid, launched in April last year, originally valued Sabadell at 12 billion euros, but that value has increased to about 15 billion euros as the banks' share prices have diverged since the offer was first made.

Sabadell's management opposed the deal from the beginning, but Spain's anti-trust regulator approved it with some minor remedies. The Spanish government imposed as a condition that the two banks had to remain separate for at least three years.

Oliu said the government's condition would prevent synergies from being generated and told shareholders to consider risks arising from the integration process when deciding whether to accept BBVA's bid.

Sabadell CEO Cesar Gonzalez-Bueno, responding to questions from shareholders, said BBVA's future prospectus on its bid needed to be transparent and to make clear whether Sabadell shareholders will receive 25% of the bank's stock market value over the next 12 months or 40% over three years.

($1 = 0.8616 euros)

($1 = 0.7513 pounds)

(Reporting by Jesus Aguado and Inti Landauro; Editing by David Latona and Jane Merriman)