BNL Directors Declaration
Banco Bilbao Vizcaya Argentaria SA
08 April 2005
The Board of Directors of BNL examines the public exchange offer launched by
BBVA and approves by unanimity the announcement, according to article 103 of the
TUF
Rome, April 8th , 2005- On this day, the Board of Directors of BNL has met. The
Chairman, Luigi Abete, the Vicechairmen Pier Luigi Fabrizi and Antonio Ortega
Parra, and all the other members Jose Ramon Blazquez Cagigas, Elio Cosimo
Catania, Diego Della Valle, Manuel Gonzalez Cid, Aldo Minucci, Juan Enrique
Perez Calot, Giovanni Perissinotto, Maximo Tosato, Francesco Trapani and
Giovanni Zonin were present. Were also present all the members of the Collegio
Sindacale consisting of the Chairman Tommaso Di Tanno and the members Franco
Caramanti and Pier Paolo Piccinelli.
The Board of Directors - being informed of : (i) the announcement disclosed on
March 21, 2005 by BBVA to BNL, according to article 102 of the TUF and article
37,2 of Regulation 11971/99 CONSOB relative to the voluntary public exchange
offer over all the ordinary BNL shares, (ii) the announcement that following the
previous one, was published on March 30, 2005, through which BBVA gave further
information on the synergies expected from the implementation of the business
plan and (iii) the offering document filed with CONSOB, that BBVA has provided
to BNL with the amendments delivered by BBVA within the proceeding - has
examined the terms, conditions and goal of the Offer.
With regard to the consideration offered (one newly issued BBVA ordinary share
for every five BNL ordinary shares which attend the Offer), the Board of
Directors has requested the services of leading financial advisors, in
particular, from the investment banks Mediobanca, JP Morgan and Rothschild.
The Board of Directors has, consequently, approved and communicated to CONSOB
and announcement drafted according to article 103, 3 of the TUF and article 39
of Regulation 11971/99 CONSOB. The Board member Giovanni Zonin was not present
at the time of voting. The announcement has been unanimously approved by the
twelve board members present at the time of vote casting. The Collegio Sindacale
took note of the Board decision, without making any observations.
BNL Board of Directors shares the business logic on which the offer is based,
valuing also the advantages deriving for BNL and its shareholders. BNL, in fact,
would become part, as a relevant factor, of a leading international banking
group, while the continuity of the BNL operative strategic direction would be
ensured, at the service of the national economy and the Italian clients.
Based upon the opinion of the above mentioned financial advisors, the Board has
considered fair the consideration offered by BBVA.
The announcement (drafted according to the abovementioned article 39 of CONSOB
Regulation) will be disclosed simultaneously to the publication of the offering
document.
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