8th Apr 2005 15:19
Banco Bilbao Vizcaya Argentaria SA08 April 2005 The Board of Directors of BNL examines the public exchange offer launched byBBVA and approves by unanimity the announcement, according to article 103 of theTUF Rome, April 8th , 2005- On this day, the Board of Directors of BNL has met. TheChairman, Luigi Abete, the Vicechairmen Pier Luigi Fabrizi and Antonio OrtegaParra, and all the other members Jose Ramon Blazquez Cagigas, Elio CosimoCatania, Diego Della Valle, Manuel Gonzalez Cid, Aldo Minucci, Juan EnriquePerez Calot, Giovanni Perissinotto, Maximo Tosato, Francesco Trapani andGiovanni Zonin were present. Were also present all the members of the CollegioSindacale consisting of the Chairman Tommaso Di Tanno and the members FrancoCaramanti and Pier Paolo Piccinelli. The Board of Directors - being informed of : (i) the announcement disclosed onMarch 21, 2005 by BBVA to BNL, according to article 102 of the TUF and article37,2 of Regulation 11971/99 CONSOB relative to the voluntary public exchangeoffer over all the ordinary BNL shares, (ii) the announcement that following theprevious one, was published on March 30, 2005, through which BBVA gave furtherinformation on the synergies expected from the implementation of the businessplan and (iii) the offering document filed with CONSOB, that BBVA has providedto BNL with the amendments delivered by BBVA within the proceeding - hasexamined the terms, conditions and goal of the Offer. With regard to the consideration offered (one newly issued BBVA ordinary sharefor every five BNL ordinary shares which attend the Offer), the Board ofDirectors has requested the services of leading financial advisors, inparticular, from the investment banks Mediobanca, JP Morgan and Rothschild. The Board of Directors has, consequently, approved and communicated to CONSOBand announcement drafted according to article 103, 3 of the TUF and article 39of Regulation 11971/99 CONSOB. The Board member Giovanni Zonin was not presentat the time of voting. The announcement has been unanimously approved by thetwelve board members present at the time of vote casting. The Collegio Sindacaletook note of the Board decision, without making any observations. BNL Board of Directors shares the business logic on which the offer is based,valuing also the advantages deriving for BNL and its shareholders. BNL, in fact,would become part, as a relevant factor, of a leading international bankinggroup, while the continuity of the BNL operative strategic direction would beensured, at the service of the national economy and the Italian clients. Based upon the opinion of the above mentioned financial advisors, the Board hasconsidered fair the consideration offered by BBVA. The announcement (drafted according to the abovementioned article 39 of CONSOBRegulation) will be disclosed simultaneously to the publication of the offeringdocument. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord