Banco Bilbao Vizcaya Argentaria, S.A. (BME : BBVA) made an offer to acquire Banco de Sabadell, S.A. (BME : SAB) for ?11.4 billion on April 30, 2024. In relation to the financial terms, the proposed exchange ratio is very attractive for Banco Sabadell shareholders: 1 newly issued BBVA share for every 4.83 Banco Sabadell shares, which represents a 30% premium¹ over the closing prices of April 29th; 42% on the weighted average prices of the last month; or 50% of the weighted average prices of the last three months. After the merger, Banco Sabadell shareholders would have a 16% stake in the resulting entity, thus additionally benefiting from the value generated by the operation. Post completion of the acquisition, the management team of the resulting entity would be made up of executives from both banks, in accordance with the principles of professional competence and merit, while ensuring proportionality based on the relative weight of the businesses. Three members of Banco Sabadell's current Board of Directors, chosen by mutual agreement between both parties, would be proposed to join BBVA's Board of Directors as non-executive directors (at the time the merger is completed). One of these directors would be proposed as one of the vice-chairmen of the Board of Directors. The merged entity would have one of its Group?s operational headquarters in Catalonia, which would be established at Banco Sabadell's corporate centre in Sant Cugat. The corporate name and brand would be BBVA, the use of Banco Sabadell brand would be maintained, together with the BBVA brand, in those regions or businesses where it may have relevant commercial interest.

The merger would be subject to obtaining the relevant authorisations or declarations of non-opposition from the competent supervisors (in particular, the authorisation of the Ministry of Economy, Trade and Enterprise) and from the competition authorities with jurisdiction (in particular, the Comisión Nacional de los Mercados y la Competencia). It is considered that such authorisations and declarations of non-opposition can be obtained satisfactorily and in a timely manner. The terms in this proposal have been approved by BBVA's Board of Directors, and we are in a position to move forward immediately with the transaction.

The proposed merger would also clearly create value for BBVA shareholders. According to BBVA estimates, this transaction is accretive in earnings per share (EPS) from the first year after the merger, achieving an EPS improvement of approximately 3.5% once the savings associated with the merger are materialized. In summary, the proposed merger generates value for all stakeholders: shareholders, employees, customers and society as a whole.

Banco Bilbao Vizcaya Argentaria, S.A. (BME : BBVA) cancelled the acquisition of Banco de Sabadell, S.A. (BME : SAB) on May 6, 2024. Uría Menéndez Abogados, S.L.P. acted as legal advisor, Goldman Sachs Bank Europe SE, Sucursal en España and Morgan Stanley (España), S.A. acted as financial advisor to Banco de Sabadell.