Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company:
Compass
Bancshares, Inc.
(Commission
File No. 1-31272)
The
information below forms part of the report of Banco Bilbao Vizcaya
Argentaria, S.A. (“BBVA”) for the six months ending June 30, 2007.
Such information, which includes information pertaining to the acquisition
of
Compass Bancshares, Inc., is hereby filed by BBVA pursuant to Rule 425 under
the
Securities Act of 1933.
* * *
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The
extraordinary general meeting of shareholders, held in Bilbao on
21st
June, approved a capital increase by issuing 196 million new ordinary
shares to be used for the acquisition of Compass
BancsharesInc. The operation has been authorised
by the US Federal Reserve, by the State of Alabama and by the Bank
of
Spain. Furthermore on 8th August, Compass will hold its annual
general
meeting at which its board of directors will propose acceptance
of BBVA’s
offer.
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Forward-Looking
Statements
This
document may include
“forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,”
and “project” and other similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters. Investors are cautioned that such forward-looking statements
with respect to revenues, earnings, performance, strategies, prospects and
other
aspects of the businesses of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”),
Compass Bancshares, Inc. (“Compass”) and the combined group after completion of
the proposed transaction are based on current expectations that are subject
to
risks and uncertainties. A number of factors could cause actual results or
outcomes to differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to, the following
risks
and uncertainties: those set forth in BBVA’s and Compass’s filings with the
Securities and Exchange Commission (“SEC”), the failure to obtain and retain
expected synergies from the proposed transaction, failure of Compass
stockholders to approve the transaction, failure of BBVA stockholders to
approve
the related capital increase, delays in obtaining, or adverse conditions
contained in, any required regulatory approvals, failure to consummate or
delay
in consummating the transaction for other reasons, changes in laws or
regulations and other similar factors. Readers are referred to BBVA’s
and Compass’s most recent reports filed with the SEC. BBVA and
Compass are under no obligation to (and expressly disclaim any such obligation
to) update or alter their forward-looking statements whether as a result
of new
information, future events or otherwise.
Additional
Information and Where to Find It
This
filing may be deemed to be
solicitation material in respect of the proposed transaction involving BBVA
and
Compass. In connection with the proposed transaction, BBVA has filed
with the SEC a registration statement on Form F-4 (File no. 333-141813) (the
“Registration Statement”) to register the BBVA ordinary shares to be issued in
the proposed transaction and that includes a definitive proxy statement of
Compass dated June 29, 2007 that also constitutes a prospectus of BBVA. BBVA
and
Compass have also filed, and intend to continue to file, additional relevant
materials with the SEC. The Registration Statement and the related proxy
statement/prospectus contains and will contain important information about
BBVA,
Compass, the proposed transaction and related matters. SHAREHOLDERS OF COMPASS
ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy of
the disclosure documents (including the Registration Statement) and other
documents filed by BBVA and Compass with the SEC at the SEC’s website at www.sec.gov, from BBVA’s
Investor Relations department or from Compass’s Investor Relations
department. BBVA has also filed certain documents with the Spanish
Comisión 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 executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in respect
of
the proposed transactions. Information regarding BBVA’s directors and
executive officers is available in BBVA’s annual report on Form 20-F/A, which
was filed with the SEC on June 28, 2007, and information regarding Compass’s
directors and executive officers is available in Compass’s proxy statement for
its 2006 annual meeting of shareholders, which was filed with the SEC on
March
17, 2006. Additional information regarding the interests of such
potential participants is also included in the Registration Statement and
in the
definitive proxy statement/prospectus for the proposed transaction and the
other
relevant documents filed with the SEC.