Filed by Banco Bilbao Vizcaya Argentaria, S.A.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company:
Compass BancShares, Inc.
(Commission File no. 1-31272)
The presentation below was utilized by representatives of Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") in connection with its extraordinary general shareholders' meeting. Such presentation, which includes information pertaining to the acquisition of Compass BancShares, Inc., is hereby filed by BBVA pursuant to Rule 425 under the Securities Act of 1933.
BBVA LOGO Extraordinary General Shareholders Meeting Francisco Gonzalez Chairman and CEO Bilbao, June 21, 2007 1 |
BBVA LOGO Disclaimer 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 document 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 proxy statement of Compass 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 contain 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. The final proxy statement/prospectus will be mailed to shareholders of Compass. 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 will also file certain documents with the Spanish Comision Nacional del Mercado de Valores in connection with its shareholders' meeting to be held in connection with the proposed transaction, which will be 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, which was filed with the SEC on March 30, 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 will be included in the definitive proxy statement/prospectus for the proposed transaction) and the other relevant documents filed with the SEC. 2 |
BBVA LOGO Acquisition 100% Compass Total Amount $9,633 Million* Financing 52% Shares Structure* 48% Cash Share Capital 196 Million shares Increase (*) Amounts calculated based on ADS price = $ 25.65 3 |
BBVA LOGO The agreement's effectiveness is subject to: 1 Capital increase approval by BBVA's Shareholders' Meeting 2 Transaction approval by Compass General Shareholders' Meeting 3 Approval by authorities 4 |
BBVA LOGO Summary |X| BBVA's Positioning and strategy |X| Compass acquisition |X| Share capital increase |X| BBVA: creation of value in high growth areas 5 |
BBVA LOGO Growth and quality of earnings Solid fundamentals Sustained value creation 6 |
BBVA LOGO Strong results growth Net attributable profit before non-recurrent items (Millions (euro)) +25.1% +23.0% 1Q05 815 2Q06 1.159 2Q05 998 3Q06 1.121 3Q05 914 4Q06 1.280 4Q05 1.079 1Q07 1.254 1Q06 1.020 Earnings per share excluding non-recurrent items 0.35 (euro) (+17.4%) 7 |
BBVA LOGO Solid fundamentals * ROE (%) 1st Euro zone 34.7 28.0 Efficiency (%) 1st Euro zone 35.2 55.2 NPL (%) 2nd Euro zone 0.84 2.98 Coverage (%) 1st Euro zone 263.4 94.8 BBVA = left column Euro Zone Average = right column * 1Q07 results, including recurrent items 8 |
BBVA LOGO Sustained dividend increases Dividend per share (euro) 2002 0.348 +10.3% 2003 0.384 +15.1% 2004 0.442 +20.1% 2005 0.531 +20.0% 2006 0.637 9 |
BBVA LOGO From a very good bank ... .... to an excellent bank One of the 8-10 large global groups that are benchmarks in the financial industry 10 |
BBVA LOGO A business model that creates value Usefulness for the client Productivity Innovation Transformation 11 |
BBVA LOGO Pillar's of BBVA's Strategy 1 Principles 2 Innovation 3 Globalization 12 |
BBVA LOGO Globalization From a multinational group -> To a Group with global reach Opportunities for Growth Value Creation 13 |
BBVA LOGO Markets with strong growth Current Markets Areas for future growth + Spain United States Mexico Asia South America 14 |
BBVA LOGO Asia [Map] Presence in key principal financial centers 15 |
BBVA LOGO Asia [Map] Alliance with CITIC Group: |_| 4.83% of CNCB (China) |_| 15% of CIFH (Hong Kong) 16 |
BBVA LOGO 2004 Valley Bank 2005 Laredo National Bank 2006 Texas Regional and State National 17 |
BBVA LOGO Summary - ------------------------------------------------------------------------------- |X| BBVA's Positioning and strategy |X| Compass acquisition |X| Share capital increase |X| BBVA: creation of value in high growth areas 18 |
BBVA LOGO Appeal of the "Sun Belt" market: Expected Growth Hispanic Presence + Population Growth Hispanic 2006-2011 Population U.S. Average +6.7% U.S. 44 Million (15%) Compass States* +11.7% Compass States 15 Million (25%) *MSAs (Metropolitan Statistical Areas) 19 |
BBVA LOGO Compass: a unique opportunity Amounts as of December 2006 ($ Million) Assets 34,200 Ordinary Margin 1,820 Attributable Profit 460 |X| Founded in 1970 |X| Headquarters: Birmingham, Alabama. |X| 8,808 employees |X| 417 branches |X| 6 states 20 |
BBVA LOGO Geographically complementary to our franchise ... [Map] Fit with BBVA's target area 21 |
BBVA LOGO .... and also in terms of Business Model Global Banking Treasury 4.2% Private Banking 6.1% Loans + Deposits (*) $ 47.4 Billion Corporate Banking 42.2% Retail Banking 47.5% Strong Retail Focus (*) As of December 2006 22 |
BBVA LOGO With solid fundamentals... Compass Reference Group ------- --------------- ROE (%) 17.7 13.3 Efficiency (%) 56.2 57.5 NPL (%) 0.23 0.37 NPL Coverage (%) 517 256 ....brand recognition and an excellent management team 23 |
BBVA LOGO Transaction structure Consideration to be paid to Compass shareholders: Cash: $ 71.82 per share Shares: 2.8 BBVA ADS / Compass share Combination of both Obtain resources at the lowest cost and with the least risk 24 |
BBVA LOGO Advantages BBVA Compass Bank |X| Maintain capital ratios Tax efficient transaction |X| Improve capital distribution Inclusion of cash component |X| Reduce exposure to market risk increases transaction appeal |X| Expand our shareholders' base 25 |
BBVA LOGO Operating Synergies Revenue Synergies 5.8% of the combined base Cost Synergies 7.1% of the combined base (*) (*) excluding funding synergies 26 |
BBVA LOGO Transaction that creates value for BBVA 2008E 2009E 2010E Contribution to BBVA Attributable Profit 383 473 589 ((euro) Million) Impact on BBVA Earnings per share -1.12% -0.67% 0.22% Value Creation 27 |
BBVA LOGO Consistent with acquisitions policy Increase Population Risk GDP 06 (%) (Millions) (NPL %) (2) Spain 3.9 40 0.6 Mexico 4.8 107 1.7 Latin America 5.7 417 3.7 BBVA USA (1) 4.6 60 0.7 Strong growth and low risk (1) Bureau of Economic Analysis (BEA); (2) FMI, latest available data, Latam Ex Brasil 28 |
BBVA LOGO Greater geographical diversification Net Attributable Profit 2005 Net Attributable Profit 2006* South America 10% South America 9% Mexico 34% Mexico 31% Retail Spain 33% Retail Spain 27% BBVA USA 1% BBVA USA 10% Wholesale and SMEs 23% Wholesale and SMEs 23% (*) Pro Forma (including Compass + TRB + SNB) 29 |
BBVA LOGO BBVA USA, a unique platform in the U.S. 622 branches 7 States $47,000 million assets Potential market of 101 million people 76% faster growth than rest of U.S. BBVA USA: 19th ranked bank in the U.S.* * Based on pro forma market capitalization 30 |
BBVA LOGO Summary - ------------------------------------------------------------------------------- |X| BBVA's Positioning and strategy |X| Compass acquisition |X| Share capital increase |X| BBVA: creation of value in high growth areas 31 |
BBVA LOGO Proposed share capital increase Objective |X| To finance Compass acquisition (52%) * Nominal Value |X| Per share: (euro) 0.49 |X| Total amount: (euro) 96,040,000 Number of new shares |X| 196,000,000 Rate of issue |X| Issue price = nominal value + premium |X| Minimum type - Maximum type DSP |X| Exclusion of preferential subscription right *Based on ADS price = $ 25.65 32 |
BBVA LOGO Summary - ------------------------------------------------------------------------------- |X| BBVA's Positioning and strategy |X| Compass acquisition |X| Share capital increase |X| BBVA: creation of value in high growth areas 33 |
BBVA LOGO BBVA, a service company that offers useful solutions for people's lives [IMAGES] BBVA: project to create value in high growth areas 34 |
BBVA LOGO Take advantage of global opportunities for growth [Map] The Compass acquisition constitutes a great step forward 35 |
BBVA LOGO Extraordinary General Shareholders Meeting Francisco Gonzalez Chairman and CEO Bilbao, June 21, 2007 BBVA Logo 36 |