- BBVA’s €16.32bn hostile bid for Sabadell failed after only 25.47% of voting rights were tendered, well below the >50% needed.
- Spain’s government conditions requiring the banks to remain legally and managerially separate for at least three years would have delayed or eliminated merger synergies.
- Elsewhere, UniCredit is pushing on Commerzbank with about a 28% economic stake and regulatory clearance to go to roughly 29.9%, despite political and union resistance in Germany.
- The cases show European bank M&A can work, but success hinges on structure, shareholder premium, and managing political and regulatory backlash.
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The collapse of BBVA’s takeover bid for Banco Sabadell presents a cautionary tale for European bank M&A. Sabadell shareholders overwhelmingly rejected BBVA’s €16.3bn hostile bid in October 2025. Despite BBVA’s bid launching in May 2024 and aggressive stakeholder outreach from its chairman Carlos Torres, only ~25.5 % of voting rights were tendered—far short of demands for >50 % control. Sabadell’s board and management argue the two banks are more valuable independently, and CEO César González-Bueno warned of “zero synergies” for three to five years if a merger were forced under government restrictions.
The Spanish government imposed operational constraints as well: Sabadell and BBVA, even if merged, must remain legally and managerially separate for at least three years—potentially longer—preventing any real integration benefits. The European Commission has objected to these national conditions, asserting that any restrictions must be “exceptional, proportionate and justified” under single market rules.
In contrast to the Sabadell-failure, other European bank M&A plays show possible pathways forward. UniCredit is rapidly increasing its influence over Commerzbank: it holds a ~28 % economic interest (around 9.5 % equity + ~18.5 % via derivatives), has ECB approval to hold up to 29.9 % equity, and has cleared the threshold with Germany’s Federal Cartel Office. However, resistance remains from Commerzbank’s board, unions, and the German government, which sees Commerzbank as a systemic institution whose independence must be defended.
These cases underscore that for bank mergers in Europe to succeed—especially hostile or cross-border ones—several strategic elements are critical: offering strong premiums to shareholders; minimizing exposure to national political opposition; managing regulatory thresholds (both competition and banking supervision); ensuring transparency in intent; and preparing for long periods without cost savings or integration synergies. BBVA’s failure illustrates what can go wrong when some of those are absent. UniCredit’s progress reveals what happens when they are better aligned—only partially, but enough to keep dialing forward.
Open questions remain: How will regulatory and political frameworks evolve, especially regarding “golden power” rules and government-imposed merger moratoria? Can shareholders be persuaded to look past short-term premiums and political risk to back longer-term consolidation? Will cross-border deals increasingly be structured via minority economic stakes and derivative exposure to avoid triggering mandatory bids?
Supporting Notes
- BBVA’s hostile offer for Sabadell was €16.32 billion; only 25.47 % of Sabadell’s voting rights tendered, far less than the >50 % needed.
- BBVA targeted Sabadell shareholders in May 2024; Sabadell’s board and chair Josep Oliu say the two banks generate more value separately.
- The Spanish government ordered BBVA and Sabadell remain separate in legal identity, asset base, and management for at least three years; CEO of Sabadell warned of “zero synergies” over three-to-five years due to these conditions.
- Sabadell unveiled its own strategy: sale of UK’s TSB bank for £2.65 billion; plan to return €6.3 billion to shareholders over three years; record first-half profit of €975 million, up ~23.3 % YoY.
- UniCredit holds ~28 % economic interest in Commerzbank (≈9.5 % direct equity + ~18.5 % via derivatives); ECB has approved up to 29.9 % equity; German cartel authority also cleared up to 29.99 % stake.
- Germany’s Finance Minister and the federal government are opposed to a hostile takeover of Commerzbank, citing systemic risk and the unacceptability of “unfriendly” approaches; Commerzbank board and unions oppose a full acquisition.