M&A - BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525070149

Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) announced a proposed merger with Banco de Sabadell, emphasizing the benefits of such a combination for customers and the economy in Catalonia. BBVA Chair Carlos Torres Vila highlighted the synergy that the merger could bring, aimed at enhancing lending capacity and supporting local businesses. He noted BBVA's significant presence in Catalonia, serving over two million customers and employing 4,000 people in the region. The merger is positioned as a means to bolster financing for Catalan projects and is expected to increase BBVA's market share. Torres Vila mentioned ongoing discussions with regulatory authorities, asserting strong commitments to address concerns, including maintaining a branch network in lower-income areas and ensuring credit availability for underserved clients. The deal promises a premium of 30% over previous closing prices for Banco Sabadell's shares, with an anticipated favorable impact on earnings per share for Sabadell shareholders. The merger is part of BBVA's broader commitment to investment and growth in Catalonia, which is seeing positive economic forecasts with an estimated GDP growth of 3.2% in 2025.

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Form Type: F-4/A

Filing Date: 2025-02-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525037317

Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is conducting an exchange offer for the acquisition of all outstanding shares of Banco de Sabadell, S.A. BBVA offers one newly-issued share and €0.29 in cash for every 5.0196 Banco Sabadell shares tendered. This exchange offer is directed at U.S. holders of Banco Sabadell shares, in compliance with U.S. and Spanish regulations. The offer will expire at a specified time in 2025, subject to potential extensions. The offer was initiated to integrate both institutions, aiming for increased efficiency and cost synergies approximately €850 million annually. Adjustments to the exchange ratio and cash consideration may occur based on dividends and other shareholder distributions from both entities. Relevant market prices and the financial strength of BBVA are highlighted, indicating significant asset bases and profit figures for year-end 2024. The board of Banco Sabadell has not made any formal recommendation to its shareholders regarding the exchange offer, and further details and required reports from Banco Sabadell are mandated under Spanish law.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004375

Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. has filed a registration statement for a merger proposal with Banco de Sabadell, initiating a tender offer directed at Sabadell shareholders. The merger aims to create a more robust financial entity, enhancing competitiveness, scalability, and profitability in the market. The offer provides a premium of 30% on Sabadell's share prices as of April 29, 2024, increasing to 50% when considering three-month price averages. In total, Sabadell shareholders can receive 1 newly issued BBVA share and €0.29 for every 5.0196 shares they exchange. Post-merger, BBVA projects an additional annual lending capacity of €5 billion.

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