BBVA’s hostile takeover bid for Banco Sabadell has failed as it was accepted by only 25.33% of the shares to which it was directed, very far from the 50% that the bank chaired by Carlos Torres had proposed, as announced by the National Securities Market Commission (CNMV).
In separate documents sent to the regulator, the entities have announced that the takeover bid launched last September “has been accepted by 1,272,671,801 shares that represent 25.33% of the shares to which the offer was directed and of the share capital of the affected company, and 25.47% of the voting rights of the affected companythis last percentage was calculated considering the treasury shares owned by Banco de Sabadell at the end of the acceptance period and which, according to the information available to the CNMV, amounted to 26,280,538 shares.
Consequently, “the public offer has had a negative result as the minimum limit set by the offeror for its validity has not been reached and, in accordance with the provisions of the offer prospectus, since this minimum cannot be waived to the extent that the number of Banco de Sabadell shares that have accepted the offer represents a percentage less than 30% of their voting rightsexcluding treasury stock. Therefore, as provided for in article 33.3 of the aforementioned Royal Decree, the offer is void«, reads the text to the regulator.
It represents a bucket of cold water for BBVA, which had expressed confidence in reaching, if not 50%, then at least 30% that would open the door to a second offer. It was already known that retail shareholders, many of them Sabadell clients, had turned their backs on the offer, but the bank trusted in the support of large funds. It hasn’t been like that.
It was also known that Zurichwhich owns 4.947% of the shares, had ruled out going to the takeover bid. A hard blow for BBVA since it is Sabadell’s second largest shareholder.
The main shareholder of both BBVA and Banco Sabadell is the same: the world’s largest asset manager. We’re talking about the company that Larry runs, BlackRockwhich had just increased its presence in Banco Sabadell to 7.374% of its capital, from the previous 7.128%, since the beginning of October, although its purchases have been continuous and constant since the offer was launched, when they owned only 3.90% of the capital.
Furthermore, BlackRock was judge and party here, since it is the main shareholder of BBVA, with 7.158% of its capital since last June, when they increased their presence from the previous 6.8% dating back to October 2024.
As for minority shareholders, this week we learned that of the 30.8% of individuals who, according to the CNMV, have shares deposited in that bank, the acceptance of the offer reached only 2.8% of the total. And this was what the market expected, that the majority of retailers would reject the takeover bid.
The translation into percentage means that only 1.1% of the capital in the hands of Sabadell individuals had joined the offer.
Who did attend is the main retail investor with a seat on the board of directors of Sabadell. It’s about the Mexican David Martínez, who attended the exchange with his 3.86% of the capital. He was also the only one of the 15 members of the Board of Directors of the Catalan entity who did not reject the latest improvement in the offer made by BBVA. We will have to see his position now in the decision-making body of the Catalan entity.
BBVA will give dividends to its shareholders
After the low acceptance figure, BBVA has acknowledged defeat, stating in another statement to the CNMV that «the public acquisition offer for Banco Sabadell will not continue because it has not reached the minimum acceptance level that the bank had set.» Looking to the future, the bank assures that “immediately resumes its shareholder remuneration plan”.
The entity plans to have 36,000 million euros to distribute among its shareholders until 2028. And more in the short term, it will have approximately 13,000 million.
In this way, on October 31, the pending share repurchase of nearly 1,000 million euros will begin; On November 7 it will pay the largest interim dividend in its history (0.32 euros per share), for a total of approximately 1.8 billion euros.
Finally, given the “significant excess capital” accumulated over 12%, BBVA’s board of directors has agreed to launch a “significant additional share buyback” which will be carried out as soon as it receives authorization from the ECB.
“I want to thank the shareholders of Banco Sabadell who have shown their support for the merger project, the shareholders of BBVA for their constant support and our team for the great work carried out throughout the entire process,” he said. Carlos Torres Vilapresident of BBVA. «At BBVA, we look to the future with confidence and enthusiasm. We have a bank in its best moment, a committed team and a clear roadmap to continue growing and creating value for our shareholders, customers and society”, he added.