1st Q Results Analysts Presen
Banco Bilbao Vizcaya Argentaria SA
25 April 2007
Presentation for Analysts BBVA 1Q 2007 results
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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 filing 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/pros pectus 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 dis closure 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.
This information is provided by RNS
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