BBVA has confirmed it will continue with its hostile takeover offer for Banco Sabadell after the Catalan lender’s shareholders approved the sale of its British subsidiary TSB and a €2.5 billion special dividend.

In a filing to Spain’s National Securities Market Commission on Monday, the Bilbao-based bank said it had examined the resolutions adopted by Sabadell and “has decided not to withdraw the offer, and therefore it remains in effect”.

Under the proposal, BBVA will exchange one newly issued share and €0.70 in cash for every 5.3456 Sabadell shares, valuing the target at about €16.6 billion at Monday’s prices. Sabadell’s market capitalisation stood at roughly €17.6 billion, leaving the offer at a small discount. The acceptance period is expected to begin in early September once the regulator approves the prospectus and could run for up to seventy days.

The decision maintains pressure on Sabadell’s board, which has consistently opposed the offer. Last week directors secured shareholder support for the TSB sale to Banco Santander and the dividend of €0.50 per share, moves intended to bolster Sabadell’s standalone value. Sabadell’s leadership argues that government restrictions on merging the two Spanish banks for at least three years would erode the cost synergies BBVA expects to achieve.

BBVA has already adjusted its internal models. Earlier this month, group finance head Rafael Salinas said the lender still sees annual synergies of around €850 million, though “it will take longer to achieve them” because of the merger delay (https://www.elconfidencial.com).

Onur Genç, BBVA’s Turkish-born chief executive officer, signalled in July that the bank could abandon the pursuit if the economics no longer stacked up. “Our focus is on value creation. We only invest capital if it makes sense from this value creation perspective,” he told analysts during second-quarter results (https://www.elmundo.es). Monday’s filing indicates that calculation has not changed.

Political resistance also lingers. Madrid has argued that a union between Spain’s second- and fourth-largest lenders would weaken competition. Even so, BBVA chair Carlos Torres has insisted the deal would create a stronger institution capable of financing the energy transition and supporting Spanish companies abroad.

With the regulatory timetable now clear, attention shifts to Sabadell shareholders. If holders of at least fifty per cent plus one share accept, BBVA can press for full control. A lower level could still give it a strategic stake but leave integration uncertain.

The next milestone will be the publication of the detailed prospectus, expected within weeks, which both banks hope will clarify the financial trade-offs for investors on each side.

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