7th Sep 2007 14:42
Banco Bilbao Vizcaya Argentaria SA07 September 2007 BBVA successfully completed the acquisition of Compass and will now rank among the top 20 banks in the US O The Group has undertaken the biggest transaction in its history to become a leader in the Sunbelt region in the U.S., as well as boasting a prominent position in Texas, Alabama, Arizona and New Mexico O As a result of the share and cash structure of the transaction and the trend of the euro/dollar exchange rate, the aggregate consideration to be paid by BBVA in the transaction amounts 9.1 billion dollars (6.7 billion euros) O Compass is one of the leading banks in Sun Belt region and provides a broad array of products and services through three primary lines of business - Corporate Banking, Retail Banking and Wealth Management - while maintaining an excellent credit quality track record O BBVA has invested a total 12.6 billion dollars (9.2 billion euros) in just two-and-a-half years to build a leading franchise in the US Today, ahead of initial expectations BBVA completed the acquisition of U.S.bank, Compass Bancshares, a transaction in which it has invested 6.7 billioneuros (9.1 billion dollars). This transaction represents the largest investmentthat the Group has made so far and strengthens BBVA USA's footprint in theUnited States market, where it is ranked among the top 20 banks in the country,and it is a regional leader in the markets of Texas, Alabama, Arizona and NewMexico. BBVA has invested approximately 12.6 billion dollars (9.2 billion euros)in the United States in the past two-and-a-half years. BBVA today announced the closing of the Compass Bancshares acquisition, whichrepresents a decisive step forward in its growth strategy in the US and its goalof becoming a financial services company with a more global reach. As of today,BBVA owns 100% of Compass Bancshares after having invested 6.7 billion euros(9.1 billion dollars). This is the largest investment that the Group has made inits history. BBVA completed the Compass acquisition earlier than initially expected -the lastquarter of the year- and in seven months. In this short period of time, theGroup received all of the necessary regulatory and corporate approvals requiredto successfully complete this transaction. On June 21st BBVA's Extraordinary Shareholders' Meeting approved the capitalincrease necessary to finance part of the acquisition. On August 8th, Compassshareholders voted in favor of the acquisition, with a majority of 97% of theshares present and represented at the meeting. Likewise, with regard to the mainauthorizations from regulatory authorities, the US Federal Reserve approved thetransaction on May 31st and the Bank of Spain followed suit on June 29th. On September 10, 2007, BBVA will record a capital increase deed necessary toissue BBVA shares payable in the transaction. The legal structure used in the transaction results in BBVA owning 100% of theshares of Compass, without any remaining minority shareholders. Regional Leader Compass is one of the leading banks in the Sunbelt region of the US thatstretches from California to Florida, one of the most attractive and dynamicareas in the US due to its economic and demographic growth. The Group hasdefined it as a strategic area for its expansion plans. Compass' businessactivities, similar to BBVA's, are focused on commercial and retail banking andwealth management. In addition, the bank has a high credit quality portfolioand is not involved in the subprime business. The new bank that is now part of the BBVA Group has assets of 34.9 billiondollars, 25.5 billion dollars in loans and 23.7 billion in deposits (figures asof 0607). Its headquarters are in Birmingham, Alabama. Compass operates 415branches in six states including 164 in Texas, 89 in Alabama, 75 in Arizona, 44in Florida, 33 in Colorado and 10 in New Mexico. BBVA, positioned among the top 20 in the US in just two-and-a-half years The acquisition of Compass is BBVA's fifth purchase in the last two-and-a-halfyears in the US, representing with an overall investment of 12.6 billion dollars(approximately 9.2 billion euros). The Group initiated its growth strategy in2004 when it announced the acquisition of Valley Bank in California to developbasic banking services and remittances. In 2005 and 2006, BBVA purchased LaredoNational, Texas Regional and State National, banks operating in Texas and NewMexico, in order to capitalize on business opportunities in the commercial andretail banking segments. Following the latest acquisition, BBVA USA will rank among the top 20 banks inthe US, with a franchise comprising 622 branches, assets amounting to 47 billiondollars, 32 billion in loans and 33 billion in deposits. BBVA USA has become aregional leader in the states of Texas, Alabama, Arizona and New Mexico, and ithas a prominent position in Florida and Colorado, covering a potential market of100 million inhabitants. About BBVA BBVA is a financial group with more than $620 billion in total assets, 42million clients, 7,500 branches and approximately 101,000 employees in more than30 countries. The BBVA Group maintains a leadership position in Spain, Mexico,Latin America and has started a growth and diversification strategy in the U.S.and Asia. As of September 6, it has a market capitalization of $ 81.6 billion (Euro 59.6billion) and it is listed in Madrid stock exchange, London exchange and NYSE,among others. Forward-Looking Statements This document may include "forward-looking statements" withinthe meaning of the "safe harbor" provisions of the United States PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements may beidentified by the use of words such as "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions thatpredict or indicate future events or trends or that are not statements ofhistorical matters. Investors are cautioned that such forward-lookingstatements with respect to revenues, earnings, performance, strategies,prospects and other aspects of the businesses of Banco Bilbao VizcayaArgentaria, S.A. ("BBVA"), Compass Bancshares, Inc. ("Compass") and the combinedgroup after completion of the proposed transaction are based on currentexpectations that are subject to risks and uncertainties. A number of factorscould cause actual results or outcomes to differ materially from those indicatedby such forward-looking statements. These factors include, but are not limitedto, the following risks and uncertainties: those set forth in BBVA's andCompass's filings with the Securities and Exchange Commission ("SEC"), thefailure to obtain and retain expected synergies from the proposed transaction,failure of Compass stockholders to approve the transaction, failure of BBVAstockholders to approve the related capital increase, delays in obtaining, oradverse conditions contained in, any required regulatory approvals, failure toconsummate or delay in consummating the transaction for other reasons, changesin laws or regulations and other similar factors. Readers are referred toBBVA's and Compass's most recent reports filed with the SEC. BBVA and Compassare under no obligation to (and expressly disclaim any such obligation to)update or alter their forward-looking statements whether as a result of newinformation, future events or otherwise. Additional Information and Where to Find It This document may be deemed to be solicitation material inrespect of the proposed transaction involving BBVA and Compass. In connectionwith the proposed transaction, BBVA has filed with the SEC a registrationstatement on Form F-4 (File no. 333-141813) (the "Registration Statement") toregister the BBVA ordinary shares to be issued in the proposed transaction andthat includes a definitive proxy statement of Compass dated June 29, 2007 thatalso constitutes a prospectus of BBVA. BBVA and Compass have also filed, andintend to continue to file, additional relevant materials with the SEC. TheRegistration Statement and the related proxy statement/prospectus contains andwill contain important information about BBVA, Compass, the proposed transactionand related matters. SHAREHOLDERS OF COMPASS ARE URGED TO READ THE REGISTRATIONSTATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THEPROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THEPROPOSED TRANSACTION. Investors and security holders may obtain a free copy ofthe disclosure documents (including the Registration Statement) and otherdocuments filed by BBVA and Compass with the SEC at the SEC's website atwww.sec.gov, from BBVA's Investor Relations department or from Compass'sInvestor Relations department. BBVA has also filed certain documents with theSpanish Comision Nacional del Mercado de Valores in connection with its June 21,2007 shareholders' meeting held in connection with the proposed transaction,which are available on the CNMV's website at www.cnmv.es. Participants in the Transaction BBVA, Compass and their respective directors and executiveofficers and other members of management and employees may be deemed to beparticipants in the solicitation of proxies in respect of the proposedtransactions. Information regarding BBVA's directors and executive officers isavailable in BBVA's annual report on Form 20-F/A, which was filed with the SECon June 28, 2007, and information regarding Compass's directors and executiveofficers is available in Compass's proxy statement for its 2006 annual meetingof shareholders, which was filed with the SEC on March 17, 2006. Additionalinformation regarding the interests of such potential participants is alsoincluded in the Registration Statement and in the definitive proxy statement/prospectus for the proposed transaction and the other relevant documents filedwith the SEC. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord