Banco Bilbao Vizcaya Argentaria, S.a. · BME:BBVA
Banco Bilbao Vizcaya Argentaria — Merger or Acquisition (May 2024)
23 slides from Banco Bilbao Vizcaya Argentaria's merger presentation, May 9, 2024
Slide 1: Offer to Banco Sabadell Shareholders: A Compelling Offer for a Powerful Combination
Offer to Banco Sabadell Shareholders: A Compelling Offer for a Powerful Combination May 9th, 2024
Slide 2: Disclaimer
2 Disclaimer This document is only provided for information purposes and is not intended to provide financial advice and, therefore, does not constitute, nor should it be interpreted as, an offer to sell or exchange or acquire, or an invitation for offers to acquire securities issued by any of the af
Slide 3: A Compelling Offer for a Powerful Combination
3 A Compelling Offer for a Powerful Combination ▰ Market consolidation: Strengthens BBVA’s presence in its home market, creating significant value for all Shareholders ● Gaining local scale with reinforced market share ● Integrating a high quality franchise ● Combining very complementary businesses ●
Slide 4: BBVA: A High-Performing, Diversified Global Bank
4 BBVA: A High-Performing, Diversified Global Bank Pioneer in Innovation & Sustainability BBVA’s GLOBAL PRESENCE FINANCIAL HIGHLIGHTS 2023 DECEMBER 2023 Net attributable profit 12M23 CET 1 FL 8,019 M€ 12.67% NAP Total assets +26% vs. 2022 776 BN€ Countries Employees Active customers EPS Loan growth (c
Slide 5: BBVA has Best-In-Class Franchises in Attractive Markets
5 BBVA has Best-In-Class Franchises in Attractive Markets LOAN MARKET SHARE PROFITABILITY (2) AS OF 2023 YE (%) AS OF 2023 YE (%) RANKING (1) RANKING (1) SPAIN # 3 13.8% SPAIN # 1 19.0% MEXICO # 1 24.7% MEXICO # 1 28.1% TURKEY (3) # 2 18.3% TURKEY (3) # 2 44.9% PERU # 2 21.2% PERU # 2 16.1% COLOMBIA
Slide 6: Outperforming Peers in Value Creation and Profitability
6 Outperforming Peers in Value Creation and Profitability TBV + DIVIDENDS GROWTH ROTE EFFICIENCY (PER SHARE, 2023, % YoY Var.) (2023, %) (2023, %) +20.2% 53.4% 17.0% 41.7% +13.9% 12.4% European Peer European Peer European Peer Group average (1) Group average (1) Group average (1) (1) European Peer Gr
Slide 7: Unique Combination of Growth and Profitability
7 Unique Combination of Growth and Profitability LOAN GROWTH GROSS LOANS (2023 vs. 2022 CURRENT €) Peer 8 Peer 3 Peer 11 Peer 5 Peer 10 Peer 6 Peer 1 Peer Peer 9 Peer 12 Peer 2 13 Peer 4 Peer 7 PROFITABILITY ROTE (2023) European Peer Group: BARC, BNPP, CABK, CASA, DB, HSBC, ING, ISP, LBG, NDA, SAN, S
Slide 8: Disciplined Capital Allocation driven by Shareholders' Value Creation
8 Disciplined Capital Allocation driven by Shareholders’ Value Creation CAPITAL ALLOCATION: TOWARDS MARKETS WITH SCALE AND PROFITABLE FRANCHISES DIVESTMENTS (2014-2024, BN€) FOCUS ON MARKETS WITH c.16 BN€ Profitability SCALE AND PROFITABILITY ● BBVA USA ● CNCB (China) ● BBVA Chile ● BBVA Paraguay SUC
Slide 9: Attractive and Increasing Shareholders' Distributions
9 Attractive and Increasing Shareholders’ Distributions CASH DIVIDEND (€ CTS/SHARE) +28% TOTAL SHAREHOLDERS’ DISTRIBUTIONS SINCE 2021 55 BN€ 43 13.2 31 DISTRIBUTED 7.8 BN€ 5.4 BN€ Cash dividends Share Buybacks 2021 2022 2023
Slide 10: Differential Market Recognition of our Strategy and Delivery
10 Differential Market Recognition of our Strategy and Delivery TOTAL SHAREHOLDER RETURN (TSR (1)) SINCE JANUARY 2019 (%) +202% +97% EUROPEAN BANKS +68% SPANISH BANKS 01/01/19 08/05/24 (1) TSR includes the evolution of the share price + dividends Note: European Banks: Stoxx Europe 600 Banks. Spanish
Slide 11: Spain is an Attractive Market in which to Invest Capital
11 Spain is an Attractive Market in which to Invest Capital SPAIN GROWING SIGNIFICANTLY ABOVE EUROZONE (REAL GDP GROWTH, 2014 BASE 100) PROFITABILITY SPAIN 19.0% (1) EUROZONE 16.5% Peer Group (2) 2014 2017 2020 2023 2025e (1) Return on Regulatory Capital Allocated 2024/2025 forecast by BBVA Research
Slide 12: Banco Sabadell is a High Quality Franchise with a Clear Positive Trend
12 Banco Sabadell is a High Quality Franchise with a Clear Positive Trend over Recent Years SPAIN UK ROTE CET1 FL Assets Assets 13.2% 174 BN€ 55 BN€ 11.5% 11.7% Net Income Net Income 7.4% 1,093 M€ 195 M€ MEXICO TOTAL Serving medium 2019 2023 2019 2023 BANCO SABADELL and large corporates Assets Asset
Slide 13: The Combined Entity becomes a Strong and Sizeable Franchise
13 The Combined Entity becomes a Strong and Sizeable Franchise in a Core Profitable Market LOAN MARKET SHARE IN SPAIN (%, December, 2023 (1)) PEER 1 + PEER 2 PEER 3 PEER 4 PEER 5 PEER 6 PEER 7 (1) Source: System loans from Bank of Spain as of Dec.2023 (includes other resident sectors and public secto
Slide 14: Attractive and Complementary Positioning
14 Attractive and Complementary Positioning MARKET SHARES (DEC’23 (1), %) 14.7% TOTAL LOANS 12.7% 11.5% 13.8% TOTAL LOANS 6.3% 8.1% SME (2) Retail (3) SME (2) Retail (3) (1) Source: System loans from Bank of Spain as of Dec.2023. BBVA Spain market share as of Dec. 2023 based on loans reported to Ban
Slide 15: Creating a Highly Diversified Combined Franchise
15 Creating a Highly Diversified Combined Franchise REBALANCED SPAIN LOAN MIX: RETAIL VS. COMMERCIAL (PORTFOLIO MIX AS OF DEC’23 (1), %, BN€) 170 BN€ 95 BN€ 265 BN€ Other 13% 13% Other 14% Corporates & CIB 8% Corporates & CIB 15% 12% SME & Enterprises SME & Enterprises 23% 35% 27% Retail 49% (Mortgag
Slide 16: Integration Expected to be Seamless, on the Back of BBVA's Track Record
16 Integration Expected to be Seamless, on the Back of BBVA’s Track Record Preserve Workforce integration best talent and based on professional culture of both entities competence and merit IT integracion B. Sabadell brand to take place in maintained (together with 12-18 months BBVA brand) where rel
Slide 17: Significant Value Creation through Synergies
17 Significant Value Creation through Synergies ANNUAL (PRE-TAX) FUNDING & COST SYNERGIES 0.85 BN€ (PHASE-IN OVER 3 YEARS) 0.75 BN€ COST SYNERGIES 0.1 BN€ FUNDING SYNERGIES sequenced with wholesale funding maturities 25% Equivalent to 13% 1.45 BN€ year 1 post merger of Banco Sabadell restructuring co
Slide 18: Extremely Attractive Premium for B. Sabadell Shareholders
18 Extremely Attractive Premium for B. Sabadell Shareholders BANCO SABADELL SHARE PRICE EVOLUTION (€/Sh) 2.26 €/SH th as of 29 April (2) 4.83 EXCHANGE RATIO # B. SABADELL SHARES / 30% 1 BBVA SHARE over 29th April (all-shares offer) 2024 1.74 42% over VWAP (1) 1 month 50% over VWAP (1) 3 month Jan Fe
Slide 19: Important Value Creation for BBVA Shareholders as well
19 Important Value Creation for BBVA Shareholders as well EPS (1) ACCRETIVE ATTRACTIVE TBVpS (2) FROM YEAR 1 POST-MERGER INCREMENTAL ROIC FOR ACCRETIVE BBVA SHAREHOLDERS (3) 1 2 3 +3.5% c.1% c.20% once savings are at the date compares favorably vs. fully phased-in of merger Share Buyback return (1)
Slide 20: Limited Capital Impact while Maintaining BBVA's Shareholders' Distribution Policy
20 Limited Capital Impact while Maintaining BBVA’s Attractive Shareholders’ Distribution Policy ESTIMATED TRANSACTION IMPACT ON CET1 +273 bps -225 bps MAINTAINING ATTRACTIVE SHAREHOLDER DISTRIBUTION POLICY CET1 impact (1) -28 bps (upon 100% take-up) -30 bps 40% - 50% payout -16 bps combining Cash an
Slide 21: Indicative Timeline of the Offer: 6 to 8 Months
21 Indicative Timeline of the Offer: 6 to 8 Months Estimated c.6 months Max. 70 days Offer Regulatory BBVA ECB CNMV Offer End of the announcement authorizations Shareholders Approval Approval & take-up submissions (1) meeting Opening of take-up period - ECB period - CNMV - CNMC CNMC Approval (D + 5/
Slide 22: Creating Value for all Stakeholders
22 Creating Value for all Stakeholders EMPLOYEES SOCIETY New professional growth Increased lending capacity opportunities in a Global Higher combined tax base entity, based on Reinforced commitment to the meritocracy social fabric (entrepreneurial, scientific, cultural) of the regions in which Banco
Slide 23: BBVA
BBVA
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