Overview of BBVA’s Extraordinary Shareholders Meeting and the Sabadell Exchange Proposal
BBVA has scheduled an extraordinary general meeting of shareholders for July 5, to be held at the Euskalduna Palace in Bilbao. The purpose of the gathering is to approve a capital increase that would enable the bank to carry out the exchange offer with Banco Sabadell in a hostile takeover attempt, as reported by Europa Press.
The maximum nominal amount of the increase would reach 551.9 million euros and would be executed through non-cash contributions, issuing and circulating up to 1.126 billion new shares with a nominal value of 0.49 euros each, all of the same class and with the same rights and obligations as BBVA’s current shares. The final amount will depend on the number of Sabadell shareholders who accept the offer. No cash payment would be required from BBVA shareholders. The capital increase and the new share issuance will be directed exclusively to Sabadell shareholders who participate in the offer by voluntary acceptance during the acceptance period or through the exercise of purchase and sale rights arising from the offer, as detailed in the agenda published by BBVA to the CNMV.
The initial issuance will price the new shares at their nominal value of 0.49 euros, plus, if applicable, a issue premium determined by the difference between the fair value of Sabadell shares contributed and the nominal amount of the new BBVA shares issued.
BBVA has proposed swapping one new BBVA share for 4.83 Sabadell shares. If the exchange is fully accepted, Sabadell shareholders would hold around 16% of BBVA after the merger. This is part of the broader plan to align Sabadell’s stock with BBVA’s strategy and market position.
Additionally, BBVA argues that Sabadell shareholders would benefit from a premium of about 30% relative to BBVA and Sabadell’s closing prices on April 29, before BBVA announced its intent to pursue a merger. The premium figures also reflect roughly 42% over the last month’s weighted average price and about 50% over the last three months’ weighted averages. These projections are cited as part of the governance and value proposition outlined in BBVA’s meeting materials and CNMV filing.
In summary, the extraordinary meeting seeks to authorize a capital increase to support the voluntary exchange mechanism with Sabadell, potentially reshaping BBVA’s shareholding and confirming a strategic pivot toward a larger, unified bank in the Spanish market, with implications for investors and market dynamics.
Sources note that BBVA has positioned the exchange as offering tangible advantages for Sabadell investors, while maintaining a structure that preserves BBVA’s current share class and shareholder rights. For detailed numbers and the latest regulatory notes, observers are encouraged to review BBVA’s official statements and CNMV disclosures as this process progresses. Attribution: BBVA communications, CNMV filings and market commentary from multiple financial press outlets [Source attribution: BBVA communications, CNMV, Europa Press].