The market capitalization of BBVA has increased by 39.9% in the last year since the failure of its public acquisition offer (OPA) for Banco Sabadell, while the stock value of the Catalan entity has barely advanced by 4.3% in the same period, according to calculations made by Europa Press.
If we take the quotation from October 16, 2025, the date on which the operation was deemed failed for not reaching the minimum acceptance threshold of 30% among Sabadell's shareholders, the picture varies slightly.
On that day, each BBVA share was priced at 15.715 euros, compared to the 22.99 euros marked at the close on Thursday, which implies an increase of 46.3%. For its part, Sabadell's stock has appreciated by 9.8%, up to 3.547 euros, from the 3.229 euros at that time.
However, these price comparisons do not capture the total value of each entity, as they do not incorporate the effect of the buybacks resulting from the repurchase programs executed by both banks. A year ago, BBVA had around 5.763 billion shares outstanding and its capitalization amounted to 90.570 billion euros. After redeeming 252 million shares, the share capital now stands at 5.510 billion shares and the stock value reaches 126.694 billion, 39.9% more than twelve months ago.
In the case of Sabadell, the entity has redeemed around 255 million shares, reducing the number of shares from 5.023 billion to 4.768 billion. As a result, its market value has barely risen by 4.3%, from 16.221 billion a year ago to 16.913 billion recorded with the closing prices this Thursday.
To adequately measure the evolution for the shareholder, it is not enough to follow the quotation and the redemptions, but it is also necessary to incorporate the payment of dividends. In the last twelve months, BBVA has paid 1.29 euros gross per share to its owners, while Sabadell has distributed 0.57 euros per share.
If we add the appreciation in the stock market and the dividends received, an investor who had bought BBVA shares a year ago and held them until now would have achieved a total return of 54.5%. In the case of Sabadell, the gain for the shareholder stands at 27.5%.
The differences are also reflected in the income statement. BBVA closed the first half of the fiscal year (with the figures for the third quarter still pending) with a profit of 6.051 billion euros, an 11.1% year-on-year increase. Banco Sabadell, on the contrary, reduced its profit by 0.5%, to 971 million, including the contribution from TSB, which only integrated into the group for four months this year after its sale to Banco Santander.
Failure of the operation
BBVA's takeover bid ended up failing as it was accepted by only 25.47% of the shares with voting rights. The proposal was aimed at the entirety of Sabadell's capital, but its effectiveness depended on achieving at least 50% of the shares with voting rights.
After 17 months since the announcement, BBVA did not gain the support of 50% of the shareholders. It also did not reach the 30% that would have allowed it to waive the minimum threshold of 50% and propose a second cash takeover bid for the capital it did not control.
The process began on April 30, 2024, when BBVA notified the CNMV of its merger proposal to Sabadell, which was rejected by the board of directors of the Catalan entity. On May 9, BBVA reacted by launching a hostile takeover bid for 100% of the capital.
After a long regulatory review, the National Commission of Markets and Competition (CNMC) greenlighted the operation in the second phase with commitments on April 30, 2025, and the Council of Ministers authorized it on June 24, 2025, imposing the condition that both banks maintain separate legal personalities and assets for three years, extendable for another two.
Changes in Sabadell's shareholding
In parallel, and in light of the operation, Sabadell's capital has undergone certain adjustments. The most relevant movement was the departure of investor David Martínez from the board of directors, where he held a position as a proprietary director. Subsequently, he reduced his stake to below 2% of the capital.
As there is no obligation to report to the CNMV positions below 3%, it is unknown whether Martínez still holds any shareholding in Sabadell or if he has completely divested his investment. The businessman had publicly defended the convenience of the merger between BBVA and Sabadell, in contrast to the rejection expressed by the board of the Catalan entity.
During the development of the OPA, Zurich, partner of Sabadell in bancassurance, decided to enter the capital of the bank. The operation was launched in May 2024 and, after the rejection of the Catalan entity to the offer, Zurich took a 3% stake in October 2024. Since then, it has been increasing its presence to the 4.95% it currently holds.
The renewed 'core' of Sabadell is completed with the entry of the French group BPCE. Both entities announced last week an agreement whereby the French firm acquired a 7% stake in Banco Sabadell, with the option to increase its participation up to, but not exceeding, 9.99%.
BPCE owns Natixis, holds a majority stake in the financial company Oney (the rest is in the hands of Alcampo/Auchan) and last year completed the purchase in Portugal of Novobanco.
In the business field, both parties have expressed their intention to develop a strategic alliance to "put BPCE's capabilities at the disposal of Banco Sabadell's clients and generate additional value jointly," as they explained last week when announcing the agreement. The planned areas of cooperation cover corporate and investment banking, equipment leasing, consumer credit, and international activity.