Tender Offer - BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
Form Type: 425
Filing Date: 2025-06-30
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525152825
Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) announced a voluntary tender offer for all shares of Banco de Sabadell, S.A., initially communicated on May 9, 2024. Recently, on June 24, 2025, the Spanish Council of Ministers authorized the economic concentration resulting from the offer, while stipulating additional conditions. Despite the added conditions, BBVA has stated that they will not withdraw the tender offer, and it will remain in effect following applicable regulations. This documentation aims to keep investors informed about the transaction and urges them to examine the filed registration statement and related documents which will contain crucial information about the tender offer, set to take place against the backdrop of regulatory oversight. The announcement underscores the potential implications of the offer for both Banco Bilbao Vizcaya Argentaria and Banco de Sabadell, outlining the risks and uncertainties involved in the transaction as well as encouraging stakeholder awareness of forthcoming updates from the company.
Additional details:
Subject Company: Banco de Sabadell, S.A.
Registration Number: 333-281111
Previous Announcement Date: 2024-05-09
Council Resolution Date: 2025-06-24
Form Type: 425
Filing Date: 2025-06-24
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525145564
Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is notifying about a voluntary tender offer for the entire share capital of Banco de Sabadell, S.A. (Banco Sabadell), authorized by the Council of Ministers on June 24, 2025. This authorization is conditional, requiring BBVA and Banco Sabadell to maintain separate legal identities and management autonomy for three years, to ensure adherence to sector policies and protect workers and community interests. Conditions stipulated include autonomous management decisions impacting financing, human resources, and branch operations, with evaluations set for extending these conditions for another two years. The document also notes that BBVA has filed a Registration Statement on Form F-4 with the SEC related to this proposed transaction, urging investors to review all documents pertaining to the offer.
Additional details:
Subject Company: Banco de Sabadell, S.A.
Commission File No: 333-281111
Previous Announcement Date: 2025-05-27
Prior Announcement Date: 2024-05-09
Resolution Date: 2025-06-24
Council Of Ministers Resolution: BBVA/Banco Sabadell economic concentration transaction
Condition Duration: three years
Evaluation Period: six to two months prior to end date
Status Report Requirements: BBVA and Banco Sabadell must submit status reports to SEEAE.
Long Term Structural Plan Requirements: Each entity must prepare and publish a long term structural plan on their websites.
Form Type: 425
Filing Date: 2025-05-27
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525127708
Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has communicated details related to its voluntary tender offer for the share capital of Banco de Sabadell, S.A. This follows a prior announcement made on May 9, 2024, concerning the offer, for which BBVA has sought required authorizations from the Spanish Securities Market Commission (CNMV). On May 27, 2025, BBVA reported receiving notification from the Spanish Minister of Economy, Trade and Business regarding the decision to refer the approval of the economic concentration resulting from the offer to the Council of Ministers. The Council has a month to make its decision, per Article 36 of the Competition Defense Law. BBVA has also filed a Registration Statement on Form F-4 with the SEC that includes relevant information for investors regarding the proposed transaction, emphasizing that this communication does not constitute an offer to sell or solicitation to buy securities in violation of any applicable laws. Additionally, it contains forward-looking statements related to the anticipated timing and potential consequences of the transaction, subject to various risks and uncertainties.
Additional details:
Subject Company: Banco de Sabadell, S.A.
Registration Number: 333-281111
Previous Announcement Date: 2024-05-09
Registration Number Previous Announcement: 2241
Submission Date Authorization: 2024-05-24
Regulatory Approval Body: Spanish Minister of Economy, Trade and Business
Decision Referral Body: Council of Ministers
Law Referenced: Competition Defense Law
Filing Document Type: F-4
Investor Information Url: http://www.sec.gov
Form Type: 425
Filing Date: 2025-03-28
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525066691
Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has communicated significant updates regarding its voluntary tender offer for the entire share capital of Banco de Sabadell, S.A. The consideration for the offer has been adjusted due to a final dividend payment by Banco Sabadell amounting to €0.1244 per share. As a result, the adjusted offer will provide shareholders of Banco Sabadell with 1 newly issued ordinary share of BBVA and €0.29 in cash for every 5.3456 ordinary shares of Banco Sabadell. Furthermore, following BBVA's announcement of a final dividend of €0.41 per share, approved by its General Shareholders’ Meeting on March 21, 2025, the offer consideration will further adjust as of April 8, 2025, to 1 newly issued ordinary share of BBVA and €0.70 in cash for every 5.3456 ordinary shares of Banco Sabadell. These adjustments are aimed at maintaining the offer’s economic terms despite the dividend payments made by both companies. The proposed transaction is being filed with the U.S. Securities and Exchange Commission (SEC) via a Registration Statement on Form F-4, and investors are advised to review the upcoming documents for important information.
Additional details:
Subject Company: Banco de Sabadell, S.A.
Commission File Number: 333-281111
Previous Annoucement Date: 2024-05-09
Authorization Request Date: 2024-05-24
Acceptance Processing Date: 2024-06-11
Initial Dividend Amount: €0.1244
Initial Ex Dividend Date: 2025-03-26
Final Dividend Amount: €0.41
Final Dividend Approval Date: 2025-03-21
Final Adjusted Offering Date: 2025-04-08
Final Adjusted Cash Amount: €0.70
Form Type: 425
Filing Date: 2025-01-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525004029
Filing Summary: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has modified its voluntary tender offer for the entire share capital of Banco de Sabadell, S.A. Initially, the offer required acceptance of at least 2,720,654,746 shares, representing 50.01% of Sabadell's share capital. This condition has been reduced so that it now requires acceptance for at least 2,680,726,000 shares to allow BBVA to acquire more than half of the effective voting rights. Currently, Banco Sabadell’s total share capital includes 5,440,221,447 ordinary shares, with 78,770,535 treasury shares holding suspended voting rights. Should the offer be successful, BBVA plans to redeem Sabadell’s treasury shares during its next General Shareholders’ Meeting, which will reduce Sabadell's share capital. The modification is presented in compliance with the Article 31.1 of Royal Decree 1066/2007. BBVA also plans to submit further documentation regarding the improved offer terms to the Spanish Securities Market Commission (CNMV).
Additional details:
Subject Company: Banco de Sabadell, S.A.
Commission File No: 333-281111
Minimum Acceptance Condition Initial: 2720654750
Minimum Acceptance Condition Reduced: 2680726000
Total Share Capital With Voting Rights: 5361450912
Treasury Shares: 78770535
Royal Decree Reference: Royal Decree 1066/2007
Forward Looking Statements Warning: The document contains forward-looking statements regarding the anticipated timing and consequences of the proposed transaction.
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