REG - Banco Bil.Viz.Argent - Amendment of the terms of the VTO for B.Sabadell

Banco Bilbao Vizcaya Argentaria SAAnnouncement

Mon 07:30

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RNS Number : 2205A  Banco Bilbao Vizcaya Argentaria SA  22 September 2025

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in compliance with the
Securities Market legislation, hereby communicates the following:

 

INSIDE INFORMATION

 

In relation to the voluntary tender offer launched by BBVA for the entire
share capital of Banco de Sabadell, S.A. ("Banco Sabadell") and authorized by
the Spanish Securities Market Commission (CNMV) on September 5, 2025 (the
"Offer"), whose acceptance period commenced on September 8, 2025, BBVA hereby
informs that its Board of Directors has resolved to amend the terms of the
Offer by improving the consideration offered (currently, one BBVA ordinary
share and 0.70 euros in cash for each 5.5483 Banco Sabadell ordinary shares),
with a change in its nature, becoming an entirely exchange consideration of
newly issued ordinary shares of BBVA, at an exchange ratio of one ordinary
BBVA share for every  4.8376 ordinary shares of Banco Sabadell.

It is hereby stated that BBVA's Board of Directors has taken the decision to
waive both making any further improvements to the consideration of the Offer,
pursuant to the provisions of Article 31.1 of Royal Decree 1066/2007 and the
extension, under Article 23.2 of Royal Decree 1066/2007, of the acceptance
period following its resumption once the amendment of the Offer has been
authorized by the CNMV.

Today, September 22, 2025, BBVA will submit the request for authorization of
the amendment to the Offer, together with the Offer prospectus supplement, an
independent expert report attesting the improvement of the consideration and
other required documentation, as provided in Article 31, sections 1, 3 and 4
of of Royal Decree 1066/2007.

 

Madrid, September 22, 2025

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