BBVA announced that its Board of Directors has decided to modify the terms of the takeover bid (OPA) for Banco Sabadell by improving the consideration offered. The previous offer (one BBVA ordinary share and €0.70 in cash for every 5.5483 SAB ordinary shares) will be changed in nature and will now be entirely in newly issued BBVA ordinary shares. The new exchange ratio will be one BBVA ordinary share for every 4.8376 SAB ordinary shares.
The BBVA Board of Directors has decided not to make further improvements or extend the acceptance period after it resumes, once the modification to the offer has been authorized by the CNMV (Spain’s National Securities Market Commission).
BBVA will submit the request for authorization of the offer modification today, September 22, 2025, along with the supplement to the offer’s prospectus, a report from an independent expert certifying the improved consideration, and other relevant documentation.
In a subsequent press release, BBVA informed the CNMV that it has agreed to improve the offer to SAB shareholders by 10% (calculated using BBVA’s closing market price on September 19, which was €16.41). Additionally, the consideration will now be entirely in shares, meaning that shareholders with capital gains would not be taxed in Spain if the acceptance exceeds 50% of SAB’s voting rights, as the transaction would be fiscally neutral in that case.
