Filed
by
Banco Bilbao Vizcaya Argentaria, S.A.
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company:
Compass
Bancshares, Inc.
(Commission
File No. 1-31272)
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.
* * *
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| Contacts: | |
|
BBVA
|
Compass
|
|
Ricardo
Marine, Investor Relations New York Office
(212)
728-1660
E-mail:
ricardo.marine@bbvany.com
|
Ed
Bilek,
Investor Relations
(205)
297-3331
E-mail:
ed.bilek@compassbank.com
Website:
www.compassbank.com
|
Banco
Bilbao Vizcaya Argentaria, S.A. and Compass Bancshares, Inc. Announce
Preliminary Results of Elections for Transaction
Consideration
Madrid,
Spain and Birmingham, Alabama – August 31, 2007 - Banco Bilbao Vizcaya
Argentaria, S.A. (NYSE: BBV) (MAD: BBVA) (“BBVA”) and Compass Bancshares, Inc.
(NASDAQ: CBSS) (“Compass”) today announced that based on the preliminary results
of elections received prior to yesterday’s deadline for making a cash or stock
election under the transaction agreement between Compass and BBVA, pursuant
to
which Compass will become a wholly-owned subsidiary of BBVA, the cash
consideration is oversubscribed. Stockholders who elected stock and
stockholders who failed to make a valid election will receive stock
consideration. Stockholders who elect cash will receive a mix of cash
consideration and stock consideration as a result of proration. The amount
of the cash oversubscription and the exact allocation of the cash transaction
consideration will not, however, be known until final results of the election
process are determined, at the end of the guaranteed delivery period described
below.
Certain
shareholders making elections are delivering their shares pursuant to the
notice
of guaranteed delivery procedure, which requires the delivery of shares of
Compass common stock to the Exchange Agent for the transaction by 5:00 p.m.
Eastern Time on September 5, 2007. If the Exchange Agent does not receive
the
required stock certificates or book-entry transfer of shares by this guaranteed
delivery deadline, the shares of Compass common stock subject to such election
will be treated as shares that did not make a valid election.
After
the
final results of the election process are determined, the actual transaction
consideration, and
the
allocation thereof, will be computed using the proration formula in the
transaction agreement and will be based on, among other things, the actual
number of shares of Compass common stock outstanding
immediately prior to the closing time and the final results of the election
process. A
press
release announcing the final transaction consideration will be issued after
the
final transaction consideration is determined.
A
more
complete description of the transaction consideration and the proration
procedures applicable
to elections is contained in the proxy statement/prospectus dated June 29,
2007
and first mailed to Compass stockholders on or about July 3,
2007. Compass stockholders are urged to read the proxy
statement/prospectus carefully and in its entirety. Copies of the
proxy statement/prospectus may be obtained for free at the Securities
and
Exchange
Commission's website at www.sec.gov.
BBVA
and
Compass expect to complete the transaction on September 7, 2007. The proposed
transaction remains subject to the satisfaction of customary conditions to
closing contained in the transaction agreement.
About
BBVA
Banco
Bilbao Vizcaya Argentaria, S.A. is a financial group with more than $620 billion
in total assets, 42 million clients, 7,500 branches and approximately 101,000
employees in more than 30 countries. The BBVA Group maintains a leadership
position in Spain, Mexico, Latin America and has started a growth and
diversification strategy in the U.S. and Asia.
About
Compass
Compass
Bancshares, Inc. is a $34.9 billion in assets southwestern financial holding
company, which operates 415 full-service banking offices including 164 in Texas,
89 in Alabama, 75 in Arizona, 44 in Florida, 33 in Colorado and 10 in New
Mexico. Compass is among the top 30 U.S. bank holding companies by asset size
and ranks among the top earners of its size based on return on equity. Shares
of
Compass’ common stock are traded through the NASDAQ Global Select
MarketSM exchange under the symbol CBSS. Additional information about
Compass, a member of the S&P 500 Index and Dow Jones Select Dividend Index,
can be found at www.compassbank.com.
|
Cautionary
Statement Regarding Forward-Looking
Information
|
Information
set forth in this release contains forward-looking statements, which involve
a
number of risks and uncertainties. Compass cautions readers that any
forward-looking information is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include, but are
not limited to, statements about the benefits of the business combination
transaction involving Compass and BBVA, including future financial and operating
results, the new company's plans, objectives, expectations and intentions and
other statements that are not historical facts. The following factors, among
others, could cause actual results to differ from those set forth in the
forward-looking statements: the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; competition and its effect
on pricing, spending, third-party relationships and revenues. Additional factors
that may affect future results are contained in Compass' and BBVA's filings
with
the SEC, which are available at the SEC's web site http://www.sec.gov. Compass
disclaims any obligation to update and revise statements contained in these
materials based on new information or otherwise.
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