Spain's competition regulator has launched a more extensive review of BBVA's €12 billion hostile takeover bid for rival bank Sabadell, potentially delaying the deal's completion well into 2025.

The National Commission for Markets and Competition (CNMC) announced on Tuesday that it would proceed with a second-phase investigation of the proposed merger, which would create a banking giant with assets exceeding €1 trillion.

The decision signals that BBVA, which generates more than half its profit from operations in Mexico, may need to make additional concessions to address competition concerns. The deal would significantly expand BBVA's lending capacity to small and medium-sized businesses in Spain.

A BBVA spokesperson said the bank would continue working "constructively" with the competition authority to reach an agreement on remedies and secure approval "as soon as possible".

Responding to the announcement, a Sabadell spokesperson noted that the CNMC's decision "confirmed the complexity" of BBVA's bid, highlighting the need to thoroughly examine its competitive impact on Spain's banking sector.

The extended review process could add three months to the timeline, with Spanish economy minister Carlos Cuerpo previously suggesting the deal might not conclude until the first quarter of 2025.

The Spanish government has expressed opposition to the merger, citing concerns about its effect on consumer competition. While the government cannot prevent the bid, it maintains final authority over merger approval, alongside required authorisations from the CNMV market regulator and the CNMC.

BBVA's surprise hostile bid in May, which was valued at more than 12 billion euros at the time, came after facing resistance from Sabadell's management. While the European Central Bank has indicated it would not oppose the takeover, the deal still requires approval from both Spanish regulators and Sabadell's shareholders.

The CNMC noted that the first phase included a detailed investigation into competition in the affected markets, with the second phase set to deepen this analysis. The watchdog's final resolution could authorise the deal, accept compromises, impose conditions, or prohibit the merger entirely.

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