The government's intervention in the takeover bid costs BBVA 1.028 billion euros, with the risk of the state having to pay damages.

With an unusual delay for a supposedly liberalized economy, Banco Sabadell shareholders will finally be able to decide this Monday whether or not they are interested in BBVA's €15 billion takeover bid.

The majority of the amount, delivered primarily in shares, will go to Banco Sabadell's main shareholders, who, in a revealingly poor situation for Spanish-speaking capitalism, including in Catalonia, are BlackRock, Zurich, UBS, and Vanguard. The largest individual shareholder is Mexican David Martínez Guzmán, with 3.86% of the capital. Sabadell's chairman, Josep Oliu , holds 0.16% and would receive approximately 2.5 million euros in the takeover bid if he were to throw in the towel in the ongoing dispute with his BBVA counterpart, Carlos Torres .

All shareholders now have a say after an incredible 18 months have passed since BBVA hired its first advisors for what was presumed to be a quick and friendly merger. The process has been delayed as much as possible by Pedro Sánchez 's government to appease Salvador Illa and his investiture partners, who want Banco Sabadell to remain independent. Their interventionism already costs BBVA more than €1 billion over three years if the takeover bid is successful, according to figures obtained by this newspaper.

This is evident from comparing the savings plans BBVA had in place last year when it launched the takeover bid and those it revealed to analysts last Friday. A clear example is that BBVA projected savings of €213 million with the merger initiated in 2026, but now it's €0 following the Council of Ministers' agreement last June, which requires delaying the merger until 2029 if the takeover bid goes ahead. In 2027, the difference will increase to €250 million, and in 2028, it will be over €600 million. In total, €1.028 billion.

BBVA can still recover money if it postpones its complaint to the Supreme Court. Torres avoids public confrontation with the government—"I'm not going to complain or cry," he often says—but not in court. With the support of the board of directors, Torres ordered an appeal filed against the Council of Ministers last July, which, according to what the bank has informed the SEC (the US securities regulator), could result in a ruling within two years. If the ruling is favorable to the bank, it could not only accelerate its merger but also claim damages from the state for illegal government action.

Illegal action? BBVA argues in its appeal that it is "contrary to law" and, as Torres anticipated last June, that the government overstepped its authority in its use of the Competition Law. According to the BBVA chairman, Sánchez could only "confirm the resolution of the National Markets and Competition Commission [which allowed the merger as early as 2026] or authorize the transaction with fewer conditions than those established by the CNMC, and in no case to add conditions." This is what Sánchez did for the first time after 1,522 transactions supervised by the competent authority, the CNMC.

The merger of BBVA and Sabadell undoubtedly poses problems for free competition, as did CaixaBank and Bankia, but the government cannot take actions that could be declared illegal, because they would end up being counterproductive for shareholders and taxpayers, as well as creating a negative image for the country. Brussels has also opened a case.

The only economic advantage of the merger delay—if the takeover bid is successful—for Torres's team is that the €1.45 billion restructuring cost of the merger is also delayed, but it will be equally inevitable. As with all national bank mergers, the goal is to achieve clearer savings by integrating IT systems in the same country, closing branches, and cutting staff. In the case of the potential BBVA-Sabadell merger, the annual savings from staff cuts have been set at €325 million. This figure allows, according to a GVC Gaesco report to which this newspaper has had access, "between 3,200 and 3,500 jobs, equivalent to 24% of Sabadell's workforce." This adjustment will fall on whoever governs in 2029, because the government has ensured, with the conditions it has imposed, that such a formidable ERE will not occur during this term. However, this represents half of the 6,452 layoffs resulting from the CaixaBank merger approved by the current government.

Before all this, it will be determined this fall whether the takeover bid will be successful, something analysts do not see clearly if there is no improved offer. "We estimate that BBVA can increase the offer up to 34% while maintaining 85% of the new synergy target of €900 million," states, for example, a report by JB Capital, Javier Botín 's firm. Deutsche Bank, for its part, is betting that it will increase by €1.5 billion.

Another scenario is not to raise the price, but to settle for 30% of the capital, which would also give control in this interminable operation.