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.
Contacts:
Ed Bilek, 205-297-3331
Investor
Relations
ed.bilek@compassbank.com
www.compassbank.com
or
BBVA
Ricardo
Marine, 212-728-1660
Investor Relations, New York Office
ricardo.marine@bbvany.com
