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
|
Preliminary
Proration Results of Transaction Consideration to Be Received by Compass
Stockholders in BBVA’s Acquisition of Compass
Madrid,
Spain and Birmingham, Alabama, September 6, 2007 – Banco Bilbao Vizcaya
Argentaria, S.A. (NYSE: BBV Madrid: BBVA) and Compass Bancshares, Inc. (NASDAQ:
CBSS) today preliminarily announced the transaction consideration to be received
by Compass stockholders in BBVA’s pending acquisition of Compass.
Based
on
election results and applying the proration procedures described in the
transaction agreement, holders of Compass stock upon the closing of the
transaction are preliminarily expected to receive the following transaction
consideration:
|
·
|
Compass
stockholders who made a
valid stock election will receive 2.8 BBVA American Depositary Shares
(“BBVA ADSs”) per share of Compass common stock covered by that
election;
|
|
·
|
Compass
stockholders who made a
valid cash election will receive $71.82 per share in cash for
approximately 60% of the shares of Compass common stock covered by
such
election and 2.8 BBVA ADSs per share for the remaining shares covered
by
that election;
|
|
·
|
Compass
stockholders who did not
make a valid election will receive 2.8 BBVA ADSs per
share.
|
Under
the
terms of the transaction agreement, no fractional BBVA ADSs will be issued.
In lieu of the issuance of any fractional BBVA ADSs, each Compass stockholder
who otherwise would be entitled to receive a fractional BBVA ADS will receive
cash as described in the transaction agreement.
The
final
transaction consideration and the proration 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
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, mailed to Compass stockholders of
record 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 by following the instructions below under “Additional Information About
this Transaction.”
The
Compass stockholders approved the transaction at a special shareholders meeting
held on August 8, 2007. On June 21, 2007, BBVA shareholders approved
a capital increase to partially fund the acquisition of Compass. The
transaction is expected to be completed on September 7, 2007, assuming the
satisfaction of the other conditions 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 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.
Additional
Information About this Transaction
Compass
stockholders are urged to read
the proxy statement/prospectus regarding the proposed transaction of BBVA and
Compass, which was first mailed to Compass stockholders on or about
July 3, 2007,
because it contains important information. They may obtain a free
copy of the proxy statement/prospectus and other related documents filed by
BBVA
and Compass with the Securities and Exchange Commission (SEC) at the
SEC’s
website at www.sec.gov. The
proxy
statement/prospectus and the other documents also may be obtained for free
by
accessing Compass’s
website at www.compassbank.com
or in hard copy upon request to the
information agent, Morrow & Co., Inc., at 1-800-460-1014.
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Forward-looking
Statements
Statements
in this news release that are not historical facts should be considered
forward-looking statements with respect to BBVA or
Compass. Forward-looking statements of this type speak only as of the
date of this report. By nature, forward-looking statements involve inherent
risk
and uncertainties. Various factors, including, but not limited to,
unforeseen local, regional, national or global events, economic conditions,
asset quality, interest rates, loan demand, changes in business or consumer
spending, borrowing or savings habits, deposit growth, adequacy of the reserve
for loan losses, competition, stock price volatility, government monetary
policy, anticipated expense levels, changes in laws and regulations, the level
of success of the company’s asset/liability management strategies as well as its
marketing, product development, sales and other strategies, the effect of
changes in accounting policies and practices, as may be adopted by the
regulatory agencies as well as the Financial Accounting Standards Board, the
International Financial Reporting Standards adopted by the European Union and
applicable to BBVA, and other accounting standard setters, the costs and effects
of litigation and of unexpected or adverse outcomes in such litigation, matters
related to the proposed transaction between BBVA and Compass (including, among
others, receipt of regulatory approvals, risks related to integration issues,
and cost and revenue synergies) and changes in the assumptions used in making
the forward-looking statements, could cause actual results to differ materially
from those contemplated by the forward-looking statements. BBVA and
Compass undertake no obligation to update or revise forward-looking statements
to reflect subsequent circumstances, events or information or for any other
reason.
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