Compass Bancshares, Inc., (NASDAQ: CBSS) today announced that it has acquired Capital Investment Counsel, Inc., a Denver, Colorado-based investment advisory firm with over $1.3 billion in assets under management.
Founded in 1990, Capital Investment Counsel, Inc. (CIC) is one of the largest registered investment advisors in the Denver, Colorado and Phoenix, Arizona areas. CIC specializes in providing comprehensive wealth management services, financial planning and investment advisory services.
“This acquisition is consistent with our business plan aimed at increasing fee-based revenues,” said D. Paul Jones, Jr., Compass’ chairman and chief executive officer. “The addition of Capital Investment Counsel further enhances our ability to provide customers with first-class wealth management and investment advice and, as our primary investment advisory arm in Denver and Phoenix, will enable us to more effectively serve customers in these key Western markets.”
The CIC senior management team, led by chairman and chief executive officer Chris Johnson and president Clark Johnson, will continue in their present roles and will operate as a subsidiary of Compass Bank under the CIC name. “We are joining an outstanding organization,” said Chris Johnson. “In addition to their outstanding distribution network and focus on providing exceptional customer service, we were impressed by their insight and the thoroughness of Compass’ investment management business plan.” Added Clark Johnson, “Combining with Compass is a sound business decision designed to enhance our existing client’s experience. Additionally, we strengthen our opportunities for growth as we offer a wide range of services to Compass’ customers and gain access for our clients to Compass’ banking products.”
The addition of CIC marks the third acquisition of an investment advisory firm by Compass. In 2002, Compass completed its initial investment advisory firm acquisition through the purchase of Jacksonville, Florida-based St Johns Investment Management Company. In 2005, Compass acquired Stavis, Margolis Advisory Services, Inc., one of the most respected financial planning and investment advisory firms in Houston, Texas.
In February, Compass announced the signing of a definitive agreement under which Banco Bilbao Vizcaya Argentaria, S.A. (NYSE: BBV“BBVA”) will acquire Compass for a combination of cash and stock. Compass stockholders can elect to receive either 2.8 BBVA American Depository Shares (“ADSs”) or $71.82 in cash per Compass common stock, subject to proration. The receipt of BBVA ADSs in the transaction, which will comprise just over half of the consideration, will be tax free to Compass stockholders. A historical summary of cash basis dividends on BBVA ADSs and Compass’ common stock can be found on Compass’ web site at www.compassbank.com under the link labeled “Compass – BBVA Transaction News.” A special meeting of Compass shareholders to vote on the transaction with BBVA is set for August 8, 2007 at 10:00 a.m. Alabama time at the company’s Corporate Headquarters Building.
Compass Bancshares, Inc. is a $34.4 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.
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 ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Compass stockholders or BBVA shareholders to approve the transaction; 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.
Additional Information About the BBVA Transaction
In connection with the proposed transaction, BBVA has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 that includes a proxy statement of Compass that also constitutes a prospectus of BBVA. Compass has begun mailing the proxy statement/prospectus to its stockholders. Investors and security holders are urged to read the proxy statement/prospectus regarding the proposed transaction because it contains important information. You may obtain a free copy of the proxy statement/prospectus and other related documents filed by Compass and BBVA with the SEC at the SEC’s website at www.sec.gov. The proxy statement/prospectus and the other documents may also be obtained for free by accessing Compass’ website at www.compassbank.com under the tab “Investor Relations” and then under the heading “SEC Filings”.
Participants in the BBVA/Compass Transaction
Compass, BBVA and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus filed with the SEC. You can find information about Compass’ executive officers and directors in Compass’ definitive proxy statement filed with the SEC on March 17, 2006. You can find information about BBVA’s executive officers and directors in BBVA’s Form 20-F filed with the SEC on July 7, 2006. You can obtain free copies of these documents from Compass or BBVA using the contact information above.
