Analysts believe it is uncertain whether the offer will reach 50% given TSB's dividend demand.

BBVA has finally responded to persistent market expectations, which, despite the emphatic statements from the Basque bank's leadership, expected an improvement in the offer for Sabadell. Analysts applaud the new terms of the offer, which raises the price by around 10% and eliminates the cash payment, but they emphasize that not all uncertainties have been eliminated. They acknowledge that BBVA now has a better chance of success, although not to the point of ensuring acceptance above 50%. For a large part of the market, the possibility of a second takeover bid—this time in cash if acceptance falls between 30% and 50% and BBVA wants to proceed —remains present.

The entity chaired by Carlos Torres explained on Monday morning that there will be no new improvements in the consideration, but it has reserved one last ace up its sleeve in case the new terms of the takeover bid are not persuasive enough: the possibility of reducing the minimum acceptance threshold from 50% to 30% , which would force it to launch a new takeover bid, this time entirely in cash, as established by Spanish law.

BBVA now values ​​Sabadell at €3.30 per share. It proposes an exchange of one new BBVA share for every 4.8376 Banco Sabadell shares, while eliminating the cash consideration. This new valuation aligns with the consensus target price that analysts have for Sabadell, at €3.35 per share according to Bloomberg. However, the improvement, which comes after Sabadell's stock traded above the offer throughout 2025 precisely due to the expectation of a change in the takeover bid, may not be enough for BBVA to secure acceptance of more than 50% of the capital—excluding treasury stock—according to numerous analysts. This is even true among those who believe that it is now advisable for Sabadell shareholders to participate.

RBC analysts note that "the revised offer is fair and not entirely unexpected, and sufficiently attractive for the majority of Sabadell shareholders to accept it" and acknowledge that the level of uncertainty has decreased. However, they add, "the scenario of a possible mandatory cash takeover bid (as part of a new standalone offer) remains possible ."

“The improved offer is crude. And the impact BBVA could have had with greater acceptance is diluted by the fact that the bank has denied itself. They now seem less reliable to me,” criticizes a banking analyst. At Kepler Cheuvreux, they believe that, “despite the improved offer, it still seems more likely that BBVA will fail to reach the 50% threshold.” This firm, which values ​​Sabadell at €3.50, acknowledges that BBVA's offer is now “more serious.” However, they believe that, in general terms, “Sabadell shareholders will opt for the significant cash available from the special dividend promised in the first quarter of 2026 for the sale of TSB.” Sabadell has committed to paying an extraordinary dividend of €0.50 per share when it completes the sale of its British subsidiary, a demand that exacerbates the dilemma facing the Valles-based company's shareholders.

BBVA aims to win over Sabadell's numerous minority shareholders—whose estimated capital weight is around 40%—by eliminating the cash portion of its offer. JB Capital turns this tax claim on its head, stating that "eliminating the cash portion makes the offer less attractive, in our opinion, considering that Sabadell will pay a dividend of €0.50 per share after the sale of TSB." They add that, while the new offer represents an improvement that eliminates the negative premium of the previous one —Sabadell shareholders earned more by selling their shares on the market than by accepting the takeover bid—"we do not believe it will secure a 50.01% acceptance rate."

Alantra is emphatic in stating that the 10% premium in the takeover bid "is still not enough." The firm adds that "we have long advocated for a 20-30% premium for this hostile takeover bid to be successful, but BBVA's new offer still falls short of that." They explain that, after the €2.5 billion that Sabadell will return to shareholders in March or April 2026 from the proceeds from the sale of TSB, the adjusted price-to-earnings ratio (P/E) would be nine times, according to their estimates, below the 10-11 times at which CaixaBank or Bankinter are trading. "We believe that Sabadell shareholders should not sell the bank for less," they add.

KBW, which values ​​Sabadell at €3.79, believes the time has come to accept BBVA's offer. It notes that the expectation of a better takeover bid has been the driving force behind much of Sabadell's stock market rise, which is 24% higher than the European banking index.

Autonomous maintains that if BBVA achieves the anticipated synergies, the transaction offers an increase in earnings per share of more than 40% for Sabadell shareholders. This refers to the significant dilemma they face: continue holding Sabadell shares, "which offer a one-time cash return of around 16% in 2026 as a result of the sale of TSB," or accept the shares of a bank "with greater potential for increased value, albeit with a different risk profile." Following the upward adjustment to the takeover bid, BBVA now estimates a 3% improvement in earnings per share from the first year after the merger—compared to 5% previously—and an improvement in profitability to 17%, compared to at least the 20% contemplated in the previous terms of the offer.