La BBVA's failed takeover bid for Banco Sabadell It has become one of the most talked-about financial episodes in recent times in Spain and much of Europe. This is not only due to the scale of the operation and the fact that it was the first hostile takeover bid in Spanish banking since the 1980s, but also because its outcome has left many questions unanswered about the future of the sector.
Although the movement aimed to create a banking giant with a significant presence in the Spanish and European marketsThe proposal failed to convince either Sabadell's shareholders or the government, and ultimately floundered with acceptance far below the necessary threshold. The outcome leaves the banking landscape unchanged. nine large entitiesBut it has revived speculation about new mergers, especially around Sabadell itself.
How BBVA's hostile takeover bid for Sabadell unfolded and why it failed
The public takeover bid launched by BBVA for Banco Sabadell was a hostile takeover bid valued at around 14.800 billion eurosThe merger, presented as one of the biggest banking consolidation moves of the year in Europe, differed from other amicable mergers. In this case, Sabadell's management did not agree with the terms of the proposal, which foreshadowed a complex process.
From the outset, the operation was surrounded by regulatory and political obstacles. The Spanish government made this clear very early on. their rejection of integration as it was proposedThe government cited concerns about market concentration and its impact on employment and competition. Furthermore, it imposed an additional condition on top of those already set by the National Markets and Competition Commission (CNMC): if successful, both banks would have to maintain their corporate and decision-making independence for three years—renewable for two more.
This requirement added complexity and effectively delayed obtaining the cost and revenue synergies BBVA hoped to achieve this with the acquisition of Sabadell, making the economic justification of the takeover bid more difficult. Within BBVA itself, the possibility of withdrawing the offer was even considered, precisely because of the increased cost and the delay in realizing the expected benefits.
The final blow came not only from politics, but from the market itself. The idea began to spread among investors that if BBVA managed to acquire an intermediate percentage of capital—between 30% and 50%—it would be forced to launch a second takeover bid at a higher price to complete the integration. These expectations of future improvement discouraged acceptance of the offer on its initial terms.
At the close of the acceptance period, BBVA barely managed to acquire around 25% of Banco Sabadell's capitalThis was well below the level that would have allowed it to control the entity and carry out the merger. The landmark deal of the year in Europe thus ended in failure, leaving the Basque bank without the prize it sought and reinforcing Sabadell's independence.
A highly concentrated Spanish banking sector… but still in motion
The failed takeover bid has not changed the number of large banks in Spain, which remains at nine reference entitiesBut it has reaffirmed the idea that the sector, although already highly concentrated, remains fertile ground for new corporate transactions, especially among medium-sized banks.
Since the 2008 financial crisis, the Spanish banking landscape has gone from almost 40 relevant entities to less than a dozen large groups. More than twenty banks and savings banks have disappeared or have been integrated in others, including historic names like Banco Popular, Bankia, and Liberbank. Today, CaixaBank, Santander, BBVA, and Sabadell hold around 70% of the market by assets and customerswhile Unicaja, Bankinter, Abanca, Ibercaja and Kutxabank complete the core of the major national banks.
Despite this high degree of concentration, several analysis firms maintain that the consolidation process is not over. S&P Global Ratings It has recently indicated that it expects a new wave of mergers in European banking, particularly in Spain, Italy, the Nordic countries, and parts of Central and Eastern Europe. The distinction is important: regulators favor stronger institutions, but at the same time are wary of the market becoming dominated by just two or three megabanks.
In Spain, experts point out that the room for maneuver lies primarily in the mid-sized bank segment, where Sabadell, Unicaja and Abanca They frequently appear in theoretical combinations. The market's interpretation following BBVA's failed takeover bid is that mergers between these entities could become more attractive if economic conditions change or if the interest rate cycle becomes less favorable.
Industry executives themselves admit there is an “appetite” for these types of transactions. The CEO of CaixaBank has acknowledged that Mergers remain on the table both in Spain and in EuropeHowever, in his view, the clearest opportunities at the moment are domestic rather than cross-border. His assessment aligns with that of many analysts: integrations will continue to occur, but not imminently.
Sabadell after the failed takeover bid: independence, TSB and potential dance partners
For Banco Sabadell, the failure of BBVA's takeover bid means, in the short term, a boost to his solo projectThe entity chaired by Josep Oliu and managed by César González-Bueno has maintained at all times that the bank is in one of its best periods, with record profits and a strategic plan that is progressing at the expected pace.
One of the major strategic decisions in this context has been the sale of its British subsidiary, TSBwhich contributed approximately 20% of the group's profit. In the midst of the battle for control of Sabadell, this division became a key piece. Ultimately, the Catalan bank agreed to divest itself of TSB to Banco Santander, in a transaction that is still pending final approval from UK authorities and is expected to close in the first quarter of the year.
During the sales process there were more suitors on the tableAmong them, Barclays stood out, even emerging as one of Santander's main competitors in the preliminary stages. However, it was the Spanish bank that ultimately prevailed, significantly strengthening its position in the British market and aiming to become the third largest player in the country once the acquisition is complete.
For Sabadell, TSB's exit implies a change in profile: the entity reduces its international presence to focus on its main business in SpainThis, according to many analysts, strengthens the case for a future domestic corporate transaction. Without the British subsidiary, the bank gains focus, but also loses a significant source of geographic diversification.
Hence, the market is speculating heavily about what the next step might be. Several reports suggest that a possible A merger of Sabadell with Unicaja, Abanca, or even both It would make strategic sense: it would allow them to gain size, improve efficiency, and consolidate regional positions without creating major competition problems. Barclays, in a recent analysis published shortly after the takeover bid failed, specifically identified the Sabadell-Unicaja combination as one of the most logical industrial operations.
Sabadell's own CEO, César González-Bueno, has admitted on several occasions that Mergers between medium-sized banks in Spain would be a good fit From a business perspective, there is geographical complementarity, cost and revenue synergies could be leveraged, and excessive overlap in offices would be avoided. At the same time, he emphasizes that the sector is currently experiencing a boom and that, in this context, no institution is in a hurry to relocate.
What Sabadell and Unicaja are saying about a possible merger
The management teams of Sabadell and Unicaja maintain a very similar public discourse. Both banks acknowledge that They are large enough to operate on their own.However, they do not rule out the possibility of a corporate transaction at some point if macroeconomic or regulatory circumstances change.
González-Bueno often repeats that, except for the three big ones (CaixaBank, Santander and BBVA), All medium-sized Spanish entities are "consolidable" in almost any combination. According to his view, mergers would make sense because they would allow for gaining scale without jeopardizing competition or the stability of the system. But, at the same time, he argues that as long as profits remain at historically high levels and strategic plans are progressing as expected, there is no urgency to implement them.
Unicaja, for its part, maintains an equally cautious tone. Its president, José Sevilla, has stressed that “right now it's not the moment"A new round of integrations is not yet underway, as all entities still have internal tasks to complete, from systems integration to improving profitability and adapting to new regulatory requirements. In his words, 'there is still no consolidation atmosphere.'"
Analysts, however, believe that this “environment” could change in a relatively short time. Some firms point to a two-year horizon before competitive pressures, a possible turn in the economic cycle, or a lower interest rate environment could force a resurgence. the window for major operations among medium-sized banks. The European Central Bank (ECB) itself has made it clear that one of its priorities is to encourage the creation of more robust entities, with less risk and a greater capacity to absorb economic shocks.
From this perspective, a potential Sabadell-Unicaja merger would fit well into the ECB's plan: it would create a sizable bank with a strong presence in several regions, and would strengthen the stability of the system without causing excessive concentration in the hands of the current three major players.
Europe is pushing for consolidation, but governments are putting on the brakes.
BBVA's failed takeover bid for Sabadell is not an isolated case in the European context, although it has been the most symbolic operation of the year due to its size and the media attention it has generated. In 2025, the total value of bank mergers and acquisitions in Europe that failed to materialize exceeded €30.000 billion, while those that were successfully completed totaled around €35.000 billion, according to data from the consultancy firm Dealogic.
This narrow margin highlights that the new cycle of banking consolidation in Europe is not a bed of roses. Many bankers have found that The classic mantra of merging to gain synergies is no longer enough. through office closures and staff reductions. Political, regulatory, and social factors are playing an increasingly important role.
In numerous cases, direct or indirect government intervention has complicated the closing of deals, especially when there is a perceived risk to employment or to national control of strategic entities. Furthermore, investors, after years of low interest rates and moderate capital appreciation, are demanding very demanding prices to sell their shares, raising the cost of acquisitions.
In this context, the ECB and other EU institutions advocate for create pan-European banking champions capable of competing with the major US banks. However, cross-border mergers remain scarce. The European banking union is still incomplete—a single deposit guarantee scheme is lacking, for example—and the fragmentation of national regulations makes it very difficult to realize the full theoretical potential of these operations.
Paradoxically, during the last year the Few of the announced cross-border transactions have gone aheadWhile many of the failed deals have been domestic in nature, Spain and Italy have been particularly active in this buying spree, with some moves succeeding and others crashing against the wall of politics or valuations.
The wave of mergers and acquisitions in 2025: between scale and precision
The year 2025 has been particularly intense for the business of mergers and acquisitions (M&A) in the financial sectorGlobally, the total value of announced transactions in financial services increased in the first half of the year compared to the same period of the previous year, driven by a few high-value transactions, although the number of transactions did not grow at the same rate.
Within this wave, BBVA's takeover bid for Sabadell was one of the most significant consolidation moves, despite ultimately failing. Analysts at firms like Morgan Stanley point out that the classic approach of large mergers to gain size is giving way to a more surgical logic: “Precision” mergers and acquisitions, aimed at covering very specific shortcomings in technological capabilities, data or access to certain customer segments.
In this context, cases like BBVA's attempt to acquire Sabadell are also interpreted as an attempt to strengthen key strategic positioningAnd not just about gaining market share. Integrating advanced analytics tools, artificial intelligence models, or highly specific customer databases has become one of the main drivers of value creation.
Beyond the failed takeover bid, Sabadell's sale of TSB to Santander also fits into this trend. With this purchase, the bank chaired by Ana Botín seeks to strengthen its presence in the United Kingdom with an already well-known brand, expanding its scale in a priority market and gaining both commercial and cost synergies.
Meanwhile, other European transactions, such as Royal Bank of Canada's acquisition of HSBC's Canadian operations, are cited as examples of how A well-focused integration can generate industry-leading synergiesespecially in segments like commercial banking. It's not just about being bigger, but about being more efficient and better positioned in the niches that matter.
Experts agree that, in the coming years, The next phase of growth in banking will not be won simply through scale.but for strategic precision: carefully selecting what to buy, what to buy it for, and how to integrate it quickly and with discipline.
What might happen from now on in Spanish banking
With BBVA's takeover bid now shelved, the Spanish banking sector faces a scenario in which two opposing forces coexistOn the one hand, the current profitability of banks—supported by still-high interest rates and years of cost-cutting—reduces the urgency for large mergers. On the other hand, regulatory and competitive pressures in the medium term are pushing for larger, more efficient structures.
In the short term, everything suggests that banks will continue to focus on implement their strategic plansto improve efficiency and advance digitalization. Their current strong performance allows them to be selective and avoid forcing transactions that don't offer clear value creation. This context explains why both Sabadell and Unicaja insist they are not considering any immediate moves.
However, if the economic cycle reverses, interest rates fall sharply, or a new phase of slowing growth occurs, The situation could change rapidlyA drop in margins or an increase in late payments would make mergers more attractive as a way to cut costs, strengthen capital and gain resilience against possible crises.
In this scenario, mergers like Sabadell-Unicaja, Sabadell-Abanca, or even broader alliances between several mid-sized banks could once again become central to the debate. The fact that the ECB views the creation of larger banks favorably, provided competition is not jeopardized, adds an extra incentive for these operations to resume when conditions allow.
Today, BBVA's failed takeover bid has left a bittersweet feeling in the market: The attempt to take a great leap forward has run up against political and evaluative limits.But at the same time, it has shown that consolidation is not over, it has only been postponed. Spanish banks remain highly concentrated, yes, but they still have room to reorganize in the middle tier.
What has happened between BBVA and Sabadell perfectly illustrates the current state of banking in Spain and Europe: healthy institutions, high profits, and a consolidation that seems inevitable in the long term, but which is progressing in fits and starts. political resistance, investor demands, and the need to find the right strategic fitThe map hasn't changed suddenly, but the game continues and no one rules out the possibility that, sooner rather than later, the big maneuvers will return.
