Launch of Cash Tender Offer
Banco Bilbao Vizcaya Argentaria SA
23 January 2001
BBVA TO LAUNCH A CASH TENDER OFFER FOR
100% OF BANCO GANADERO
- The implied premium is 19,9%
- BBVA reaffirms its confidence in the Colombian economy and the strategic,
long term value of its investment in the country
- Subject to required approvals, BBVA, one of the leading banks in Europe and
Latin America, will strengthen its presence in the Colombian financial system
BBVA's Board of Directors today announced its intention to formulate a cash
tender offer for the 14,88% of Banco Ganadero's capital it does not own, in
order to acquire 100% of this bank's capital. BBVA reaffirms with this
transaction its confidence in the Colombian economy and the strategic, long term
nature of its investment in the country.
The decision of the Board of Directors, which met today in Madrid, has been
officially disclosed to the Spanish, Colombian and United States authorities.
The transaction is designed to increase the presence in the shareholding
structure of BBVA, one of Europe and Latin America's leading financial groups,
with high degrees of solvency and profitability, as measured by international
standards.
Once the approvals of the competent authorities have been obtained, the offer
will extend to all Banco Ganadero shares not controlled by BBVA which trade on
the Bolsa de Comercio de Bogota and under the form of ADS (American Depositary
Shares), on the New York Stock Exchange.
BBVA will begin the pertinent formalities to obtain all authorizations necessary
prior to launching the exchange offer.
Should the transaction take place BBVA will pay 86 Colombian Pesos for each
share o Banco Ganadero, an implied premium of 19,9% over the average price of
the last month.
BBVA in Banco Ganadero
In August 1996 BBVA acquired 40% of the capital of Banco Ganadero and
management control, through a shareholders' agreement, becoming the first
Spanish banking entity to enter the Colombian financial system.
In July 1998, BBVA assumed majority control through the acquisition of an
additional 15% of the Colombian entity.
In September 2000, following a capital injection, BBVA became owner of 85,12%
of Banco Ganadero.
BBVA Group
BBVA, named by 'Forbes' (a U.S. Magazine) as 'best bank in the world in 2000',
is the leading Spanish financial group by stock market capitalization 54 billion
euros and ranks second in the Euro zone as off the close of yesterday's market
session on the Spanish Stock Exchange.
Present in a total of 37 countries, as at September 2000 BBVA had a network of
8.921 branches and 110.077 employees. Its net profit, as at the same date was
1.566 million euros, with a return on equity (ROE) of 21,8% and a capital
adequacy ratio of 11%. BBVA is distinguished among major international banks
for its high ratings (AA) awarded by the international Rating Agencies.
In the last five years, BBVA shares have enjoyed a cumulative appreciation of
443%, placing it among the major worldwide groups in creating shareholder value.
BBVA, which holds leadership positions in Spain's financial business and has a
significant industrial holding portfolio, is also one of the largest financial
groups in Latin America, with a presence in thirteen countries and important
holdings in the Banking and Pension business.
Since 1995 it has built a banking franchise which has become a leader in the
region, enjoying market share of approximately 10% in customer funds. It is
also the leader in private pension management, with a share of nearly 30% of the
total.
BBVA has invested decisively in Colombia since 1996, when it entered the capital
of Banco Ganadero, later in 1999 with the purchase of Fondo de Pensiones y
Censantias Horizonte, subsequently merged with Fondo de Pensiones y
Cesantias Colpatria, which was acquired early 2000. In addition to the purchase
of Ganadera de Seguros Generales y de Vida in 1998.
DISCLAIMER
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
These materials contain certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 including, among other
things, the intention to initiate an exchange offer and, a cash tender offer.
The forward-looking statements included in these materials are based on current
expectations, but actual results may differ materially from anticipated future
results. Certain factors which could cause the actual individual and combined
results of Banco Bilbao Vizcaya Argentaria, S.A. ('BBVA'), BBVA Banco Frances,
S.A. ('Banco Frances') and BBVA Banco Ganadero ('Banco Ganadero') to differ
materially from the expected results are described in the reports filed by each
company with the Securities and Exchange Commission ('SEC'), including their
1999 annual reports on Form 20-F and exhibits and amendments thereto.
Other than the information contained in this press release, BBVA has not
filed with the SEC any information relating to the exchange offer for Banco
Frances shares or the cash tender offer for the shares of Banco Ganadero.
BBVA will be filing with the SEC a registration statement on Form F-4 for
the exchange offer and a Schedule TO for the cash tender offer and other
relevant documents concerning these two offers. WE URGE INVESTORS TO READ THE
DEFINITIVE REGISTRATION STATEMENTS / PROSPECTUSES AND SCHEDULE TO AND ANY
OTHER RELEVANT DOCUMENTS THAT BBVA FILES WITH THE SEC, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain copies of the registration statements,
Schedule TO and other documents filed with the SEC from the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, Telephone
(202) 942-8090; Fax (202) 628-9001, Email: publicinfo@sec.gov. In addition,
documents (excluding any exhibits) filed with the SEC by BBVA will be available
free of charge from the Director of Investor Relations of BBVA at Plaza de San
Nicholas 4, 48005 Bilbao, Spain. Telephone 011-34-91-374-7000. READ THE
DEFINITIVE REGISTRATION STATEMENTS / PROSPECTUSES AND SCHEDULE TO CAREFULLY
BEFORE MAKING A DECISION REGARDING THE EXCHANGE OFFER OR THE CASH TENDER OFFER.