BBVA (OTC: BBVXF) raises Sabadell offer, shifts to all-share deal
Rhea-AI Filing Summary
Banco Bilbao Vizcaya Argentaria (BBVA) has changed the terms of its voluntary tender offer for all shares of Banco de Sabadell. The offer, previously a mix of BBVA shares plus 0.70 euros in cash for each 5.5483 Sabadell shares, will become an entirely share-based deal. The new exchange ratio is one newly issued BBVA ordinary share for every 4.8376 Banco de Sabadell ordinary shares.
BBVA’s Board of Directors has also decided it will not make any further improvements to the offer terms and will not extend the acceptance period once it resumes after the amendment is authorized by the Spanish securities regulator (CNMV). BBVA plans to submit the amendment request, a prospectus supplement, and an independent expert report on September 22, 2025.
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Insights
BBVA improves Sabadell bid, converts it to an all-share offer.
BBVA is revising its voluntary tender offer for Banco de Sabadell by removing the cash element and moving to a pure share exchange. The consideration improves from one BBVA share plus
The board has explicitly resolved not to make any further improvements to the offer and not to extend the acceptance period after it resumes, once the CNMV authorizes the amendment. That locks in the economic terms and timetable framework, leaving the outcome dependent on regulatory clearance and Sabadell shareholders’ decisions under the revised all-share structure.
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2025
Commission file number: 1-10110
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
(Exact name of Registrant as specified in its charter)
BANK BILBAO VIZCAYA ARGENTARIA, S.A.
(Translation of Registrant’s name into English)
Calle Azul 4,
28050 Madrid
Spain
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes No X
Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), in compliance with the Securities Market legislation, hereby communicates the following:
INSIDE INFORMATION
In relation to the voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. (“Banco Sabadell”) and authorized by the Spanish Securities Market Commission (CNMV) on September 5, 2025 (the “Offer”), whose acceptance period commenced on September 8, 2025, BBVA hereby informs that its Board of Directors has resolved to amend the terms of the Offer by improving the consideration offered (currently, one BBVA ordinary share and 0.70 euros in cash for each 5.5483 Banco Sabadell ordinary shares), with a change in its nature, becoming an entirely exchange consideration of newly issued ordinary shares of BBVA, at an exchange ratio of one ordinary BBVA share for every 4.8376 ordinary shares of Banco Sabadell.
It is hereby stated that BBVA’s Board of Directors has taken the decision to waive both making any further improvements to the consideration of the Offer, pursuant to the provisions of Article 31.1 of Royal Decree 1066/2007 and the extension, under Article 23.2 of Royal Decree 1066/2007, of the acceptance period following its resumption once the amendment of the Offer has been authorized by the CNMV.
Today, September 22, 2025, BBVA will submit the request for authorization of the amendment to the Offer, together with the Offer prospectus supplement, an independent expert report attesting the improvement of the consideration and other required documentation, as provided in Article 31, sections 1, 3 and 4 of of Royal Decree 1066/2007.
Madrid, September 22, 2025
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Banco Bilbao Vizcaya Argentaria, S.A. |
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| Date: September 22, 2025 |
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| By: /s/ Victoria del Castillo Marchese |
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| Name: Victoria del Castillo Marchese |
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| Title: Global Head of Strategy & M&A |
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FAQ
What change did BBVA (BBVXF) make to its offer for Banco de Sabadell?
BBVA changed its voluntary tender offer for Banco de Sabadell from a mix of shares and 0.70 euros in cash for each 5.5483 Sabadell shares to an all-share exchange. The new terms offer one newly issued BBVA ordinary share for every 4.8376 Banco de Sabadell ordinary shares.
Is BBVA’s revised offer for Banco de Sabadell entirely share-based?
Yes. Under the amendment, the consideration becomes entirely an exchange of newly issued BBVA ordinary shares, at an exchange ratio of one BBVA share for every 4.8376 Banco de Sabadell ordinary shares.
Will BBVA further improve the consideration in the Sabadell tender offer?
No. BBVA’s Board of Directors has decided to waive making any further improvements to the consideration of the offer, in line with Article 31.1 of Royal Decree 1066/2007.
Will the acceptance period for BBVA’s offer for Sabadell be extended?
No. BBVA has decided to waive the extension of the acceptance period under Article 23.2 of Royal Decree 1066/2007 once it resumes after the CNMV authorizes the amendment.
What regulatory steps is BBVA taking for the amended Sabadell offer?
On
When did the original Sabadell offer become effective and when did acceptances begin?
The voluntary tender offer was authorized by the CNMV on
