Sabadell recommends rejecting BBVA’s improved takeover bid, but third-largest shareholder David Martínez accepts it

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Bankinter analysis team’s view: The Sabadell Board’s recommendation comes as no surprise; in fact, it has maintained its refusal to merge with BBVA since the takeover bid began in May 2024. The news is that Sabadell’s third-largest shareholder, Mexican investor David Martínez, who holds 3.86% of the capital, has decided to accept the offer because he finds BBVA’s long-term plan interesting. The current premium does not seem sufficient to convince a high percentage of the capital, and BBVA’s offer is conditional on the acceptance of >50% of SAB’s voting rights. According to SAB’s estimates, only around 20% of retail investors have accepted the offer (against about 25.0% according to BBVA’s estimates). In short, based on the information currently available, it seems unlikely that BBVA will obtain >50.0% of the voting rights.