Basque lender files a complaint accusing its rival of obstructing shareholders in-branch, as Spain’s regulator oversees a tense, deadline-driven endgame

Madrid — In the final stretch of one of Spain’s most acrimonious banking battles in years, BBVA has filed a complaint with the National Securities Market Commission (CNMV) accusing Banco Sabadell of using “dirty tricks” to hinder Sabadell investors from tendering their shares in BBVA’s €17bn all‑share hostile bid. The filing, made in the last days before the acceptance window closes on October 10, adds fresh volatility to a takeover saga already marked by hardball tactics, legal brinkmanship and a furious fight for retail shareholders.

People familiar with the complaint say BBVA alleges a pattern of obstructive practices at Sabadell branches aimed at discouraging or delaying shareholders who want to accept the offer. According to accounts gathered through mystery‑shopping exercises commissioned by BBVA, branch managers in multiple locations allegedly resisted taking acceptance instructions, directed clients to BBVA branches to complete the process, withheld or questioned the validity of required paperwork, and cited supposed IT outages that prevented completion of the share‑exchange steps. In some instances, clients were reportedly charged between €3 and €6 for paper certificates considered necessary to document holdings—fees BBVA says were not properly disclosed in advance.

BBVA argues these behaviours constitute “generalised bad practices” that could impair the free choice of investors, especially among the thousands of retail holders who still keep their shares at the bank’s own branches. The lender has asked the CNMV to compel Sabadell to follow the operating instructions laid down by Spain’s exchange operator, BME, and to open sanction proceedings if the allegations are proven. Under Spanish market rules, fines can range from tens of thousands of euros for minor infractions to several million euros for the most serious breaches.

Sabadell has rejected BBVA’s accusations, calling them a distraction in the closing phase of the offer period. The Catalan bank has issued its own counter‑complaint to the supervisor, alleging that BBVA and third‑party agents have been giving incomplete or misleading information to investors about the fiscal treatment of the share exchange and about Sabadell’s share price dynamics—claims that BBVA denies. Both sides say they have run their own mystery‑shopping operations to support their respective narratives.

The CNMV authorised BBVA’s bid on September 5, with the acceptance period commencing September 8. After BBVA improved its terms in late September—lifting the exchange ratio’s implied value roughly 10% and touting a friendlier tax treatment—the CNMV allowed the period to resume and run until October 10, inclusive. The regulator is now fielding the duelling allegations while it supervises the final steps of the offer process, an unusually contentious coda to a year‑and‑a‑half courtship that began with a rejected merger approach in 2024. At stake is control over a combined lender with close to €1 trillion in assets and a dominant footprint across Spain’s most lucrative retail and SME markets. BBVA needs more than 50% of voting rights to win outright. If it ends up between 30% and 50%, Spanish takeover rules give BBVA a choice: withdraw, or launch a mandatory cash tender for the remainder at a fair price approved by the CNMV. BBVA chief executive Onur Genç said on Monday that the group has around €8bn of firepower earmarked in case a mandatory bid is required, and that no capital raise would be needed unless the bank had to buy about 70% of Sabadell’s equity.

The closing week has crystallised a fierce contest for retail holders, who account for a large slice of Sabadell’s register. BBVA insists the exchange can be done through a standard request at an investor’s custodian—often their local Sabadell branch—or via BBVA channels. For BBVA, converting momentum in‑branch could prove decisive: while many global institutions already hold stakes in both banks and will vote according to portfolio logic, the arithmetic may hinge on how easily small holders can navigate the final procedural hurdles.

The complaint’s use of mystery‑shopping adds a unique evidentiary wrinkle. Typically a
consumer‑marketing tool, the method is being repurposed here to assess compliance with
capital‑markets procedures at the branch counter. The CNMV, people close to the matter say, will focus on whether any lapses were isolated hiccups in an operationally complex process or a coordinated tactic that could distort the outcome of a live tender offer. For now, market sources say the supervisor has received a limited number of direct investor grievances, making the credibility and scope of the competing mystery‑shopper reports pivotal.

Sabadell’s board has repeatedly urged shareholders to reject the bid, calling it fundamentally inadequate and value‑destructive. BBVA, for its part, has layered financial sweeteners on top of the upgraded exchange, including a record interim dividend payable in November, in a bid to sway fence‑sitters. The rhetorical temperature has continued to rise: BBVA chair Carlos Torres has voiced confidence that acceptances will pass 50% by the deadline, while Sabadell’s leadership has described that outcome as implausible.

Beyond the boardroom brinkmanship, both camps are preparing for life after October 10. If BBVA falls short of a controlling stake but crosses the 30% threshold, it must quickly decide whether to pivot to a cash offer that could take months to execute and would test the headroom of its capital plan. If it comes in under 30%, the bid lapses—resetting the chessboard and handing Sabadell a reprieve, albeit one likely to be shadowed by continued investor pressure and renewed takeover speculation. No matter the outcome, Spain’s regulator will face searching questions about the retail experience
of a public tender carried out through competing branch networks. If the CNMV concludes that either side engaged in conduct that meaningfully impeded shareholder choice, it could set a precedent for how future live bids are policed at the point of sale—a frontier that, until now, has sat at the periphery of European M&A oversight.

For shareholders, the clock is the immediate villain. With the acceptance window closing at 23:59:59 on Friday, October 10—barring any last‑minute changes—the case for or against tendering is now less about the noise around tactics and more about the risk‑reward of the deal terms on the table, and the probability‑weighted path of what comes next.