Spanish competition regulator gives the green light to BBVA's takeover bid for Sabadell – what are the next steps?

On 9 May 2024, the acquisition of sole control of Banco Sabadell by BBVA through a hostile public takeover bid was announced. On 31 May of the same year the National Markets and Competition Commission (CNMC) was notified of the planned concentration. This notification triggered the procedure provided for in articles 55 et seq. of Law 15/2007 of 3 July 2007 on the Defence of Competition (LDC). The most important aspects and the procedures still pending for the approval of the transaction are set out below:

Affected markets and potential risks of the public takeover bid

According to the CNMC in its resolution, the economic sector affected by the transaction is the financial sector, with a particular impact on the markets for the provision of banking services and payment services. In retail banking, the concentration resulting from the transaction would create a dominant entity in several market segments, which could have a market share of over 50% in certain municipalities. In the provision of payment services, the resulting entity would have a market share of over 30% at the national level.

Following a first-stage analysis, the CNMC identified potential risks to competition in the relevant markets, namely (i) the worsening of commercial conditions for private individuals, SMEs and the self-employed in private banking, as a result of a preponderant competitive position, (ii) the financial exclusion of customers, especially in rural areas, (iii) the reduction of credit to SMEs, (iv) the worsening of services of the commercial conditions applied to companies in the services of acquiring, supply and management of point of sale terminals and technical services for the acceptance of online payments and (v) the worsening of conditions of access to automated teller machines (ATMs).

Commitments proposed by BBVA

In order to remedy these risks, BBVA proposed to adopt a series of commitments:

• Inform customers of Banco Sabadell of any changes in conditions that may be applicable to its products and services.
• Maintain a physical presence in certain territories by prohibiting the abandonment of certain municipalities where it would mean the exclusion of certain particularly vulnerable groups from financial access.
• Maintain trading conditions in problematic postcodes for customers of both sides of offices located in areas where the operation gives rise to a monopoly, duopoly or oligopoly.
• Maintain working capital lines and the volume of credit to SMEs, preserving the short-term financing that SMEs and the self-employed had contracted with Banco Sabadell, as well as the volume of medium and long-term credit to SME customers, especially in certain autonomous communities most affected by the operation.
• Guarantee transitional access for Banco Sabadell customers to ATMs previously owned by Sabadell under the same conditions and not to modify the current commission policy that Sabadell applies to entities with which it does not have ATM access agreements.

Second stage approval and next steps

In view of the possibility that the concentration could impede effective competition in the relevant market (and as the CNMC considered that it could not conclude in the first phase that the commitments submitted would resolve all the concerns identified, which is usual for this type of transaction), the agreement to move to the second phase was reached on 12 November 2024.

As part of this second phase, on 30 April 2025, the CNMC approved the transaction, considering the commitments proposed by BBVA to be appropriate, sufficient and proportionate to resolve the potential risks to competition detected. 

Next steps and the (limited) role of the Executive Branch

The LDC establishes that second phase resolutions that make the authorisation of transactions subject to compliance with commitments or conditions will not be effective or enforceable and will not put an end to administrative proceedings until (i) the Minister of Economy, Trade and Enterprise has decided not to refer the concentration to the Council of Ministers, (ii) the legal period for doing so has elapsed or, where appropriate, (iii) the Council of Ministers adopts an agreement on the concentration.

Accordingly, the Ministry of Economy, Trade and Enterprise received notification of this decision in order to carry out the so-called third phase of the procedure. This opened a period of 15 working days (ended on 27 May 2025) for the ministry to decide whether to refer it to the Council of Ministers. The LDC does not contemplate the possibility that the Council of Ministers may prevent concentrations authorised by the CNMC, but it does allow it to include new measures or conditions, which will have a direct influence on the development of the operation.

Both the ministry, when deciding whether to refer the matter to the Council of Ministers, and the Council of Ministers,  take into account reasons of general interest other than the defence of competition when making their decisions. 

Public consultation

Before deciding whether or not the bank merger should be submitted to the Council of Ministers in this transaction, for the first time, the ministry has considered it appropriate to use the public consultation mechanism. Its aim is to obtain (directly or through representative organisations) the opinion of the natural or legal persons potentially affected by the transaction.

This public consultation, of which the period for participation ended on 16 May 2025, has been criticised by different agents in the sector for aspects such as its informality, with some specific issues identified, such as the lack of tools for checking that the identity data are not fictitious. On the other hand, the Ministry of Economy has conveyed a message of confidence and rigour, assuring stakeholders that the information will be filtered and checked to ensure that there is no identity theft or false identification data, and repeated entries of information will be avoided.

As expected the ministry decided on 27 May 2025 to refer the matter to the Council of Ministers, now having the Council of Ministers a maximum period of one month to adopt and notify a decision. If this period elapses without the Council of Ministers having taken a decision, the express decision of the Council of the CNMC in the second phase will be effective, immediately enforceable and will put an end to administrative proceedings.

Osborne Clarke comment

It is expected that the Council of Ministers opt for the adoption of new conditions. For example, there has been speculation that a condition of the sale of part of Sabadell's business may be included. Some precedents for intervention by the Council of Ministers in the third phase include the merger of Antena 3 and La Sexta, in which the Council modified the conditions imposed by the predecessor National Competition Commission to lessen the rigour of the conditions of the merger control resolution, or the merger of Orange and MásMóvil, in which new commitments were included.

In this regard, the European Union has threatened to take legal action against the Spanish government if it blocks the takeover bid without justification. The European Commission sees no reason why the transaction should be blocked or rejected at this third stage and warns that it will monitor any decision taken in this regard to ensure that it complies with European regulations.

Once the Council of Ministers has made a decision, BBVA may choose to withdraw the takeover bid. If it does not do so, the transaction will be referred to the National Securities Market Commission (CNMV) for approval of the relevant prospectus. This body has been working with BBVA for months on the preparation of the document, so, in theory, its approval should not take too long and is expected to be granted before the end of July 2025. At that point, the acceptance period for the takeover bid for Sabadell shareholders will begin, which BBVA may set at between 30 and 70 days.

Should you wish to know more about the approval of the takeover bid for Banco Sabadell by BBVA or any other competition issues, please do not hesitate to contact one of our experts listed below or your usual contact at Osborne Clarke.