Business Context and Reporting Period
This Form 6-K filing by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) was submitted on January 9, 2025. The report discloses inside information regarding a modification to the voluntary tender offer launched by BBVA for the entire share capital of Banco de Sabadell, S.A. (Banco Sabadell). The original offer was announced on May 9, 2024, and authorized by the Spanish Securities Market Commission (CNMV) on June 11, 2024.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the structural terms of the acquisition offer.
Material Changes Versus Prior Period
BBVA has modified the minimum acceptance condition of the tender offer to provide more favorable treatment to shareholders:
- Previous Condition: Required acceptance of at least 2,720,654,746 shares, representing 50.01% of the total share capital.
- New Condition: Reduced to require acceptance of shares sufficient to acquire more than half of the effective voting rights of Banco Sabadell, excluding treasury shares held by the target company.
- Threshold Calculation: Based on current data (5,361,450,912 ordinary shares with voting rights), the new threshold is approximately 2,680,726,000 shares (half plus one of effective voting rights).
Guidance, Outlook, and Management Commentary
Management commentary indicates that fulfilling this reduced minimum acceptance condition will trigger an exception to the obligation to launch a mandatory tender offer under Article 8(f) of Royal Decree 1066/2007, provided the offer is accepted for shares representing at least 50% of the effective voting rights addressed.
BBVA stated that in the event of a positive outcome, it will seek the redemption of Banco Sabadell's treasury shares at the first General Shareholders' Meeting following the offer, which would reduce the share capital. The company will submit documentation regarding these improved terms to the CNMV.
Important Facts for Investor Verification
- The tender offer threshold has been lowered from a fixed share count to a percentage of effective voting rights, excluding treasury shares.
- The current calculated threshold for the offer to succeed is approximately 2,680,726,000 shares.
- The final threshold may vary if Banco Sabadell's treasury share count changes before the end of the acceptance period.
- Success of the offer under these terms exempts BBVA from launching a subsequent mandatory tender offer.
- BBVA intends to redeem Banco Sabadell's treasury shares if the offer is successful.