A year-long conflict continues between BBVA and Banco Sabadell as BBVA attempts to acquire control of Sabadell.

The bid was launched on May 9, 2024, but discussions began much earlier, specifically in 2020, when initial negotiations failed to produce any agreement.

Initially, in November 2020, amidst the pandemic, BBVA and Sabadell engaged in discussions about a potential merger, which was later confirmed to the Spanish Securities Market Commission (CNMV).

This followed the merger between CaixaBank and Bankia, which formed Spain’s largest bank amid a backdrop of economic uncertainty worsened by COVID-related restrictions.

However, those discussions ended shortly thereafter due to disagreements on the share exchange ratio.

Fast forward to May 2024, discussions resumed amicably.

BBVA proposed an offer where shareholders of Sabadell would receive one new share for every 4.83 shares they held.

This offer represented a 30% premium over the value that week and a 50% premium over the average value of the last three months.

Despite this, Sabadell's board rejected the proposal, claiming it undervalued their future growth and sustainability.

On May 9, BBVA officially launched a hostile takeover bid, attempting to appeal directly to Sabadell's shareholders after the board dismissed its initial proposal.

For this takeover to succeed, BBVA needed acceptance from over 50% of Sabadell's shareholders.

This aggressive move caused significant market fluctuations and governmental scrutiny, with Economy Minister Carlos Cuerpo criticizing both the approach and intent behind the bid.

Concerns were raised regarding its potential impact on competition, employment, and regional economic cohesion.

Minister of Labour Yolanda Díaz echoed these concerns, highlighting fears among unions and consumer associations.

Subsequently, in June 2024, BBVA sought the approval of two regulatory bodies: the CNMV and the National Commission on Markets and Competition (CNMC), the latter of which can impose conditions to prevent excessive market concentration.

Although the CNMV's approval was pending, the European Central Bank and the UK regulator had provided their consent based on capital and liquidity assessments, not on competitive impacts.

By July 2024, 96% of BBVA's shareholders supported capital increase measures necessary for the bid, while a coalition of minority shareholders from Sabadell began organizing to ensure their interests were protected.

On October 1, 2024, BBVA revised its proposal, adjusting the terms to include a cash payment of €0.29 and altering the exchange ratio to one new BBVA share for every 5.019 shares of Sabadell.

Sabadell's president, Josep Oliu, deemed these changes as neutral or potentially detrimental, reiterating his belief that both banks would create more value separately.

He expressed concerns about a potential merger negatively affecting the small and medium enterprises dependent on Sabadell for credit.

In November 2024, the CNMC announced it required further analysis of the deal's competitive risks, marking it as more complex than previous mergers, such as CaixaBank and Bankia.

BBVA proposed various commitments to address competition risks, including maintaining service conditions in specific regions.

The CNMC decided these measures were adequate but took five months to finalize its review.

During this time, the European Commission granted its approval, while the CNMV awaited the CNMC's findings before issuing its own approval.

In January 2025, BBVA modified the acceptance criteria, favoring a calculation based on effective voting rights rather than equity ownership, which reduced the total number of shares required for the bid's success.

In parallel, Sabadell intensified its opposition to the bid, arguing it undervalues the bank and threatens both competition and territorial balance.

Sabadell also initiated a return of its headquarters to Catalonia after seven years in Alicante.

On February 21, 2025, Sabadell submitted its objections to the CNMC, arguing BBVA's proposals were temporary and did not adequately address competition concerns, requesting divestiture of specific assets to mitigate adverse impacts on SME credit.

Various business associations also urged the CNMC to consider their voices as stakeholders.

In late April 2025, the CNMC unanimously authorized the bid, recognizing potential risks to competitive conditions while deeming BBVA's commitments acceptable for mitigation.

The decision subsequently shifted focus to the government, which initiated a public consultation on May 6 to gauge stakeholder opinions on the merger.

Minister Díaz noted her opposition and expressed desire among coalition partners to halt the bid.

Various entities, including trade unions, contended that the merger could lead to over 10,500 job losses.

On May 30, 2025, Minister Cuerpo brought the case before the Council of Ministers, highlighting concerns raised by five ministries regarding the implications of the merger on employment and social equity.

The Council has 30 days to issue its decision and clarify any additional conditions BBVA would need to fulfill for the transaction to proceed.

The CNMV will withhold approval of BBVA's offer until this ruling is issued.

After the latest dividend payment, BBVA's new proposal offers one new share for every 5.3456 shares of Banco Sabadell, alongside a €0.70 cash payment.

Only the CNMV's approval remains necessary for the takeover, but the Economy Ministry retains authority to impose conditions affecting the general interest.