Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is dated September 22, 2025. The report discloses inside information regarding a material amendment to a voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. (Banco Sabadell). The original offer was authorized by the Spanish Securities Market Commission (CNMV) on September 5, 2025, with an acceptance period commencing on September 8, 2025.
Key Financial Metrics
The filing text does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the terms of a corporate transaction.
Material Changes Versus Prior Period
The primary material change is the amendment of the tender offer terms by BBVA's Board of Directors:
- Previous Consideration: One BBVA ordinary share and 0.70 euros in cash for every 5.5483 Banco Sabadell ordinary shares.
- New Consideration: An entirely exchange-based offer of newly issued BBVA ordinary shares.
- New Exchange Ratio: One ordinary BBVA share for every 4.8376 ordinary shares of Banco Sabadell.
- Waiver of Further Improvements: BBVA has waived the right to make further improvements to the consideration or extend the acceptance period following the authorization of this amendment.
Guidance, Outlook, and Risks
Management Commentary and Actions: BBVA intends to submit the request for authorization of the amended offer, along with the offer prospectus supplement and an independent expert report attesting to the improvement of the consideration, to the CNMV on September 22, 2025. This action complies with Article 31 of Royal Decree 1066/2007.
Risks and Contingencies: The success of the transaction is contingent upon the CNMV authorizing the amendment to the offer. The filing notes that the acceptance period will resume once the amendment is authorized, but no further extensions will be granted.
Key Facts for Investor Verification
- Verify the CNMV's authorization status of the amended offer terms.
- Confirm the final exchange ratio of 1 BBVA share for 4.8376 Banco Sabadell shares.
- Note the removal of the cash component (0.70 euros) from the original offer structure.
- Review the independent expert report regarding the improvement of consideration once published.
- Monitor the timeline for the resumption of the acceptance period following regulatory approval.