Banco Bilbao Vizcaya Argentaria SA’s chair told his counterpart at Banco Sabadell SA that it has “no room” to improve its proposed takeover offer, citing in part the fall in its share price after news of its approach broke.

Sabadell's board was meeting on Monday to discuss an all-share offer from larger Spanish bank BBVA that was worth around 12 billion euros ($12.9 billion) when announced last week, two sources familiar with the matter said.