Banking rivals BBVA and Sabadell have lodged mutual complaints with Spain’s securities regulator, the CNMV, accusing each other of irregularities in the share exchange process during BBVA’s hostile takeover bid. In statements filed this week, BBVA alleges that Sabadell’s branch teams are obstructing shareholders who wish to accept the offer, while Sabadell claims BBVA is disseminating misleading information via branch channels.
The conflict comes at a crucial moment in the takeover saga, with the window for acceptance closing by the end of the week and roughly 200,000 minority shareholders needing to decide whether to sell their shares. BBVA first launched its offer in mid-2024, later raising it by 10% and converting it into a fully share-based transaction to remove tax leakage for small investors —a change approved by the CNMV in late September.
So who alleges what? BBVA’s complaint centers on reports that Sabadell’s outlets are adding friction to the acceptance process: redirecting clients elsewhere, levying hidden fees, or complicating document delivery. In response, Sabadell presented a “mystery shopper” study, under which actors posing as shareholders made 116 calls and 129 in-person visits to BBVA branches. According to Sabadell, in over 55% of those interactions, the offer was presented as if Sabadell’s share price had been inflated or tax implications were misrepresented.
The timing is sensitive: small shareholders are harder to court or coerce, and their decisions could prove decisive given how close the vote is. BBVA argues that these allegations, if confirmed, would amount to disenfranchising shareholders by impeding their property rights. Sabadell, meanwhile, says it is defending transparency and protecting shareholders from overly aggressive persuasion tactics.
But where does this leave the BBVA takeover? If the bank secures more than 50% of voting rights, the bid succeeds outright. And if it only reaches between 30% and 50%, Spanish regulations compel a second mandatory offer in cash. That nuance matters deeply, as a reminder: in reshaping its offer to be fully share-based, BBVA aimed to eliminate tax burdens for small shareholders. A second cash bid would expose the acquiring bank to enhanced scrutiny, regulatory risk, and capital requirements.
What might happen next in the BBVA versus Sabadell case? The CNMV must now review the two filings and decide whether an investigation is warranted. Neither bank expects a reversal of the deal itself at this late stage, but the regulator could impose sanctions or require corrective measures. In parallel, the Spanish government has approved the overall host offer but imposed a three-year separation clause between the banks post-deal, a condition that might tighten the stakes further.