Spain’s CNMC Clears BBVA’s Bid for Banco Sabadell, With Conditions

Spain’s antitrust authority has conditionally approved BBVA’s high-profile takeover of Banco Sabadell, a move that could reshape the nation’s banking sector if it overcomes the final regulatory barriers.

According to CNBC, the National Commission on Markets and Competition (CNMC) granted its approval on Wednesday, but imposed a series of stipulations aimed at curbing the merger’s potential impact on retail banking competition. The 12 billion euro ($13.59 billion) deal has drawn significant attention since turning hostile last May, particularly due to the Spanish government’s reservations about the merger.

While the CNMC acknowledged that BBVA’s proposed measures were “adequate, sufficient and proportionate” to address antitrust concerns, the regulator also highlighted the risks posed by the new entity’s market share in retail banking and payment services—specifically in areas where it would exceed a 30% market share.

Per CNBC, BBVA aims to form Spain’s second-largest bank by credit volume, trailing only Caixabank. The merged institution would manage more than 1 trillion euros ($1.13 trillion) in total assets, a milestone that amplifies concerns over market dominance.

To allay regulatory fears, BBVA has pledged to retain bank branches in underserved areas—specifically those with no other branch within 300 meters, in regions where per capita income falls below 10,000 euros, or where fewer than three competitors exist. Additionally, BBVA committed to preserving services in municipalities with limited banking competition.

Read more: Spain’s Antitrust Watchdog Clears BBVA’s Sabadell Bid With Conditions

The bank also offered specific protections for small and medium-sized enterprises (SMEs) and self-employed clients. It will maintain existing working capital lines for at least three years, with the possibility of a two-year extension, for Sabadell’s SME clients.

BBVA has further agreed to scale back its holdings in several payment platforms, including Redsys, Bizum, and Servired, to comply with competition rules and the governance structures of those firms.

Despite the CNMC’s green light, the deal is far from final. It must still be reviewed by Spain’s stock market regulator, the CNMV. Additionally, the economy ministry will analyze the CNMC’s decision before potentially forwarding the matter to the cabinet for further scrutiny—a process informally dubbed the “phase 3 review.”

Though Spanish law prevents the government from blocking a takeover bid outright, it retains the authority to halt the merger itself. According to CNBC, the economy ministry now has 15 business days to elevate the case to the Council of Ministers, which then has a month to decide whether to veto the operation.

Banco Sabadell has pushed back against the regulator’s methodology, arguing that the CNMC’s assessment may have underestimated the merger’s effects on SMEs and customer choice.

Source: CNBC