Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is dated March 28, 2025. The report addresses "Other Relevant Information" concerning the voluntary tender offer launched by BBVA to acquire the entire share capital of Banco de Sabadell, S.A. (Banco Sabadell). The filing details necessary adjustments to the offer consideration triggered by dividend payments from both entities.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for BBVA or Banco Sabadell. The document focuses exclusively on the mechanics of the merger offer and specific dividend-related adjustments.
Material Changes and Offer Adjustments
The filing outlines two specific adjustments to the tender offer consideration to maintain economic equivalence following dividend declarations:
- Adjustment 1 (Banco Sabadell Dividend): Due to Banco Sabadell's final 2024 dividend of €0.1244 per share (ex-dividend date: March 26, 2025), the offer consideration was adjusted to 1 new BBVA share and €0.29 in cash for every 5.3456 Banco Sabadell shares.
- Adjustment 2 (BBVA Dividend): Following BBVA's General Shareholders' Meeting approval on March 21, 2025, of a final 2024 dividend of €0.41 per share (ex-dividend date: April 8, 2025), the offer consideration will be further adjusted. As of April 8, 2025, the offer will be 1 new BBVA share and €0.70 in cash for every 5.3456 Banco Sabadell shares.
Guidance, Outlook, and Risks
The filing confirms that the adjustments are intended to preserve the original economic terms of the offer announced on May 9, 2024. No forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond the mechanics of the offer adjustment are provided in this text.
Investor Verification Checklist
- Verify the final ex-dividend dates for both Banco Sabadell (March 26, 2025) and BBVA (April 8, 2025) to confirm the timing of the offer adjustments.
- Confirm the exact cash component of the offer (€0.70 per 5.3456 shares) effective from April 8, 2025.
- Review the original offer announcement (May 9, 2024) to understand the baseline exchange ratio and conditions.
- Monitor regulatory approvals from the Spanish Securities Market Commission (CNMV) regarding the tender offer status.