Tender Offer - BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
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.
Document Link: View Document
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).
Document Link: View Document
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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