Amendment of the terms of the VTO for B.Sabadell
Summary by AI BETAClose X
Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in compliance with the Securities Market legislation, hereby communicates the following:
INSIDE 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, BBVA hereby informs that its Board of Directors has resolved to amend the terms of the Offer by improving the consideration offered (currently, one BBVA ordinary share and 0.70 euros in cash for each 5.5483 Banco Sabadell ordinary shares), with a change in its nature, becoming an entirely exchange consideration of newly issued ordinary shares of BBVA, at an exchange ratio of one ordinary BBVA share for every 4.8376 ordinary shares of Banco Sabadell.
It is hereby stated that BBVA's Board of Directors has taken the decision to waive both making any further improvements to the consideration of the Offer, pursuant to the provisions of Article 31.1 of Royal Decree 1066/2007 and the extension, under Article 23.2 of Royal Decree 1066/2007, of the acceptance period following its resumption once the amendment of the Offer has been authorized by the CNMV.
Today, September 22, 2025, BBVA will submit the request for authorization of the amendment to 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 of Royal Decree 1066/2007.
Madrid, September 22, 2025
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