Filed
by
Banco Bilbao Vizcaya Argentaria, S.A.
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)
Compass Bancshares, Inc.
(Commission File No. 1-31272)
The
slides below form part of a presentation utilized by representatives of Banco
Bilbao Vizcaya Argentaria, S.A. (“BBVA”) in connection with a presentation to
analysts on July 25, 2007. Such slides, which include information pertaining
to
the acquisition of Compass Bancshares, Inc., are hereby filed by BBVA pursuant
to Rule 425 under the Securities Act of 1933.
First
Half Results
2007
Madrid,
25th July
2007
Disclaimer
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
document 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.
2
| Highlights of 1H07 |
|
| Mexican net interest income growth in line with lending |
|
Mortgages
grow sharply, becoming
the leading component of
the loan portfolio together
with consumer finance
|
| Provisioning model based on expected losses, with stable contributions since 4Q06 |
| Closing of Compass transaction is brought forward to 3Q07 |
3
|
BBVA
USA, results in line with
expectations. The Compass operation
moves
forward
|
|
4