The much-anticipated wave of European bank consolidation has once again been put on ice. Banco Sabadell’s board of directors has unanimously rejected BBVA’s hostile takeover offer, calling it “fundamentally undervaluing” the bank and its prospects.
Meeting on 11 September with its advisers Evercore, Goldman Sachs and Morgan Stanley, Sabadell’s board urged shareholders not to tender their shares, arguing that the all-stock bid destroys value. According to the board, BBVA’s offer is 24–37% below Sabadell’s fair value even before adding any control premium. On top of that, accepting shareholders would forfeit a planned extraordinary dividend of €0.50 per share in early 2026, stemming from the sale of its UK arm TSB.
The board emphasised that Sabadell’s stand-alone strategy promises stronger growth and dividends than integration with BBVA. It also highlighted significant risks in BBVA’s emerging markets exposure, ranging from currency volatility to higher capital costs and geopolitical uncertainty.
Beyond the numbers, the rejection underscores the difficulty of turning talk of cross-border and domestic bank consolidation in Europe into reality. Despite policymakers’ calls for larger, more competitive European banks, national pride, regulatory hurdles and conflicting shareholder interests continue to stand in the way.
For now, Sabadell’s message is clear: independence is the better deal. But for investors and policymakers, the broader takeaway may be even more striking — Europe’s banking map will not be redrawn anytime soon.
Source: Banco Sabadell, Board Opinion on BBVA’s Takeover Bid, 12 Sept 2025, [Banco Sabadell Press Release]
