REG - Banco Bil.Viz.Argent - Information in relation to the VTO for B.Sabadell

Banco Bilbao Vizcaya Argentaria SAAnnouncement

Mon 12:30

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RNS Number : 2801A  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:

 

OTHER RELEVANT 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, and
following to the disclosure of inside information published on 22 September
2025 (CNMV registration number 2892), BBVA hereby informs that it has
submitted to the CNMV the authorization request for the amendment of 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 Royal Decree
1066/2007.

A copy of the request submitted to the CNMV for authorization of the amendment
to the Offer is attached.

 

 

Madrid, September 22, 2025

 

 

 

 

 

REQUEST FOR AUTHORISATION OF THE AMENDMENT OF THE VOLUNTARY TAKEOVER BID FOR
THE ACQUISITION OF SHARES OF BANCO DE SABADELL, S.A. MADE BY BANCO BILBAO
VIZCAYA ARGENTARIA, S.A.

This request for authorization to amend the characteristics of the voluntary
takeover bid made by Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") addressed
to all the shares of Banco de Sabadell, S.A. ("Banco Sabadell") and authorized
by the Spanish National Securities Market Commission (CNMV) on 5 September
2025 (the "Offer"), whose acceptance period began on 8 September 2025, is made
in accordance with the provisions of Article 31 of Real Decreto 1066/2007, de
27 de julio, sobre el régimen de las ofertas públicas de adquisición de
valores (the "Royal Decree 1066/2007").

The detailed terms and characteristics of the amendment of the Offer will be
contained in the supplement to the explanatory prospectus that will be
published after obtaining the aforementioned authorization.

TO THE NATIONAL SECURITIES MARKET COMMISSION

Banco Bilbao Vizcaya Argentaria, S.A., a listed public limited company of
Spanish nationality, with registered office at Plaza de San Nicolás nº 4,
48005 Bilbao, Spain, with NIF A-48265169 and code LEI K8MS7FD7N5Z2WQ51AZ71,
and registered with the Commercial Registry of Bizkaia, on sheet no. BI-17 A,
and in the Special Register of Banks and Bankers of the Bank of Spain under
number 0182, duly represented by Ms. Victoria del Castillo Marchese, of legal
age, of Spanish nationality, with valid National Identity Document (DNI)
01180539H, duly authorized to act on behalf of BBVA by virtue of the powers
conferred in her favor by the Board of Directors at its meeting held on
September 21, 2025,

EXPOSES

1.     Decision to amend the Offer

 

BBVA, by resolution of its Board of Directors dated September 21, 2025, has
decided to amend the terms of the Offer by improving the consideration offered
(currently, one ordinary share of BBVA and €0.70 in cash for every 5.5483
ordinary shares of Banco Sabadell), with an amendment of its nature. The
improved consideration for the Offer consists of one (1) newly issued ordinary
share of BBVA for every four point eight three seven six (4.8376) ordinary
shares of Banco Sabadell.

2.     Documentation accompanying this request for authorization to amend
the Offer

For the purposes of the provisions of Article 31 of Royal Decree 1066/2007,
the following documents are attached to this request for authorization for
consideration and analysis by the CNMV:

(i)      Duly signed copy of the supplement to the prospectus of the
Offer;

(ii)      Documentation evidencing BBVA's resolutions in relation to the
amendment of the Offer and the granting of powers of attorney in favor of the
person responsible for the prospectus and signatory of this request for
authorization.

(iii)     Copy of the report of Deloitte Strategy Risk & Transactions,
S.L.U., as an independent expert, dated September 22, 2025, for the purpose of
evidencing the improvement in the consideration in accordance with the
provisions of Article 31.1 of Royal Decree 1066/2007.

(iv)    Documentation evidencing the constitution of an additional
unavailable cash deposit to guarantee the cash payment of the "peaks"
("picos") resulting from the exchange ratio.

(v)     Template of the announcement of the amendment of the Offer to be
published in the Listing Bulletins of the Madrid, Barcelona, Bilbao and
Valencia Stock Exchanges and in a national newspaper.

(vi)    Copy of the independent auditor's special report on the compilation
of the summarized proforma combined financial information.

3.     Notifications

BBVA indicates below the address for notifications and communications in
relation to this request for authorization and the corresponding file with the
CNMV:

J&A Garrigues, S.L.P.

Fernando Vives Ruiz

Álvaro López-Jorrín Hernández
Leticia Comin Fernández-Cuesta

Plaza de Colón, 228046 Madrid

Tel.: +34 915 145 200

alvaro.lopez-jorrin@garrigues.com

leticia.comin@garrigues.com

 

 

By virtue of the above,

REQUESTS

To the National Securities Market Commission to consider this document as
submitted, together with the supplement to the prospectus of the Offer and
other ancillary documentation, to consider that the statements contained
herein have been made and to admit them for processing and authorize the
modification of the Offer.

In Madrid, on September 22, 2025.

Banco Bilbao Vizcaya Argentaria, S.A.

P.p.

 

 

____________________________

Victoria del Castillo Marchese

 

 

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