Barclays Submits Highest Bid for Sabadell’s TSB Amid BBVA’s Hostile Takeover Bid
By Marcos Lamelas, Barcelona — July 1, 2025
In a significant development in the banking sector, Barclays has presented the highest offer to acquire TSB, the British subsidiary of Banco Sabadell, according to financial sources closely involved in the operation. This bid directly disrupts the hostile takeover bid initiated by BBVA over a year ago, a move BBVA’s board reconfirmed yesterday they intend to pursue, despite governmental regulatory hurdles.
A Heated Contest for TSB
TSB, under Banco Sabadell since its acquisition in 2015 for approximately €2.4 billion, has become a lucrative asset. In recent years, TSB has crossed its profitability threshold and now offers appealing returns, particularly from its mortgage business—a key draw for interested suitors.
The ongoing fierce bidding sees two major players reaching the final stage: Banco Santander and Barclays. Both banks are deeply focused on TSB’s mortgage operations, making the subsidiary a coveted prize.
While Sabadell representatives have refrained from disclosing specifics about bids, informed insiders suggest the offers from Santander and Barclays hover around the €3 billion mark, with Barclays holding a slight lead.
Implications for BBVA’s Hostile Takeover
BBVA’s hostile offer for Banco Sabadell, valued at approximately €16 billion, had envisaged TSB as an integral part of its strategic expansion, especially given BBVA’s notable presence in Turkey and Mexico. Although BBVA’s recent statements did not explicitly mention TSB, the subsidiary’s fate is intrinsically linked to the overall acquisition plan.
The BBVA board, headed by Carlos Torres, has unanimously affirmed continued support for the takeover. However, the prospect of Sabadell selling TSB complicates matters significantly. If Sabadell proceeds with the sale, it plans to distribute an extraordinary dividend to shareholders, which would necessitate BBVA adjusting its offer price downward. This scenario poses a technical challenge for BBVA, which has already reduced its bid twice due to Sabadell’s aggressive dividend policies under CEO César González-Bueno, aimed at undermining the takeover attempt.
Sabadell’s Board to Decide amid Minority Shareholder Resistance
Banco Sabadell’s board is scheduled to convene an extraordinary meeting imminently to determine the course of action regarding TSB’s potential sale. Market insiders indicate a strong leaning towards selling TSB, which would also serve to thwart the hostile takeover and maintain Sabadell’s financial autonomy.
Minority shareholders, accounting for roughly 48% of Sabadell’s capital and numbering over 200,000, have expressed substantial opposition to BBVA’s takeover. This sentiment was evident in the last shareholders’ meeting turnout, which saw over a thousand participants—remarkably high compared to other Ibex 35 assemblies.
There is speculation that Sabadell may call another shareholders’ meeting by early August, aligning with regulatory timelines. Such a gathering could be strategically used by Sabadell’s leadership, especially CEO González-Bueno, to rally opposition to BBVA’s offer.
Current Status of BBVA’s Offer
Presently, BBVA proposes a swap of 1 BBVA share for every 5.34 Sabadell shares held, supplemented by €0.70 in cash. Despite the ongoing turbulence, the offer’s premium remains negative but is approaching the offer price range.
Wider Market Context
This competitive bidding and boardroom drama unfold against a backdrop of stringent government regulations and a complex market environment. Barclays’ leading bid not only shakes the dynamics of the TSB sale but also fundamentally redirects the strategy surrounding BBVA’s broader attempted acquisition of Banco Sabadell.
About the Author: Marcos Lamelas is a financial correspondent specializing in banking mergers and acquisitions, reporting from Barcelona.
Related Stories:
- “Sabadell Calls Extraordinary Meeting to Discuss Sale of TSB Amid Bidding War Between Santander and Barclays” – Óscar Giménez
- “The Hostile Week for Carlos Torres: Government Conditions and TSB Sale” – Óscar Giménez
- “Santander’s Strategic Bet on UK Market Through TSB Acquisition” – Óscar Giménez
—
For more financial news and in-depth analysis, visit Smart Money Mindset.