BBVA-Sabadell merger collapses after unprecedented government approval

On 9 May 2024, Banco Bilbao Vizcaya Argentaria (BBVA) launched a takeover bid for Banco de Sabadell—Spain’s second and fourth largest banks, respectively. This project, involving high political and economic stakes, launched a major merger control file before the Spanish Competition Authority (CNMC). After a second phase procedure, the CNMC ultimately approved the merger on 30 April 2024, subject to commitments proposed and accepted by BBVA.

In its assessment, the CNMC identified significant competition concerns, particularly in retail banking, SME lending, and payment services. It warned of potential harm to consumers and small businesses, reduced credit access, rural financial exclusion due to branch closures, and deteriorating conditions for card and ATM services.

To address these issues, BBVA pledged to maintain branch networks in vulnerable areas, preserve commercial terms in high-risk regions, safeguard SME financing and ATM access, and ensure fair conditions for payment services. It also agreed to divest from certain payment processing firms.

The proposed merger represented what could be described as a third generation of banking consolidation in Spain. The first wave centered on large universal banks and industrial overlaps; the second on regional and retail banking impacts. The BBVA–Sabadell case ushered in a new phase, defined by high market concentration and systemic concerns that extended beyond traditional competition metrics.

Following CNMC approval, the Ministry of Economy referred the case to the Council of Ministers under Article 10 of the Spanish Competition Act, an exceptional procedure invoked only once since 2007. This so-called “third-phase” review allows state intervention in mergers where broader public interests are at stake, including employment, regional development, and consumer welfare.

On 24 June 2025, after a contentious public consultation, the Council of Ministers conditionally cleared the merger altering the initial conditions of the CNMC. In particular, it further required BBVA and Sabadell to operate as separate legal and operational entities for at least three years, managing SME lending, human resources, branch networks, and social initiatives independently. This condition sought to preserve Sabadell’s regional role (particularly in SME financing) and to protect national priorities such as territorial cohesion, employment, affordable housing, and innovation. However, the connection between these obligations and the asserted public interest objectives remained ambiguous. Additionally, both banks were obliged to submit compliance reports and long-term public interest plans before the end of the three-year period, with the government retaining the option to extend the separation by up to two additional years.

BBVA announced its intention to proceed with their bid under these conditions.

However, on 16 October 2025, Spain’s securities regulator (CNMV) declared the failure of BBVA’s takeover bid after it secured only 25.47% of Sabadell’s voting rights (far below the 50.01% minimum required for success, and even the 30% threshold necessary to trigger a mandatory offer under Spanish law). Despite regulatory approval, the insufficient shareholder acceptance effectively derailed the transaction, making the BBVA–Sabadell case a landmark in Spain’s evolving merger control landscape, where public interest considerations now stand on equal footing with competition concerns.

CNMC blocks Curium’s acquisition of IRAB

The decision represents the first prohibition under Spanish 2007 Competition Law

On 6 October 2025, Spain’s National Commission on Markets and Competition (CNMC) prohibited the acquisition of the Institut de Radiofarmacia Aplicada de Barcelona (IRAB) by Curium Pharma Holding Spain, marking the first merger ban since the entry ionto force of Law 15/2007. Both companies operate in the production and marketing of radiopharmaceuticals used in PET scans, a market that is already highly concentrated in Spain. The CNMC found that the transaction would give Curium market shares above 80 to 90 percent in certain PET radiopharmaceuticals and significantly reduce competition, particularly in northeastern Spain, where IRAB’s only cyclotron is located. The merger would also reduce the number of available manufacturing subcontractors from three to two and increase the risk of coordination between the remaining operators in a market with a previous record of collusion.

Curium proposed behavioural remedies including maintaining existing manufacturing conditions, offering new contract manufacturing services, and expanding production capacity. The CNMC found these commitments insufficient, short term, and unable to restore effective competition. It concluded that no viable structural or behavioural remedy could adequately resolve the competition concerns raised by the transaction.

This prohibition is exceptional not only because none had been issued by the CNMC since its creation, but also because under Spanish merger control law the CNMC, unlike the European Commission, has the power to impose remedies even without the parties’ consent. In line with the principle of proportionality, prohibitions are therefore reserved for cases where no theoretically effective remedy exists to protect competition.