State National Bancshares, Inc. Enters Into a Definitive Agreement With Banco Bilbao Vizcaya Argentaria, S.A. for Approximately
13 June 2006 - 6:22AM
PR Newswire (US)
FORT WORTH, Texas, June 12 /PRNewswire-FirstCall/ -- State National
Bancshares, Inc. (NASDAQ:SNBI) ("SNBI"), the parent company of
State National Bank, today announced that it has entered into a
definitive agreement with Banco Bilbao Vizcaya Argentaria, S.A.
(NYSE: BBV; Madrid: BBVA), a bank organized under the laws of
Spain, ("BBVA") pursuant to which BBVA has agreed to acquired SNBI
for approximately $480 million in cash to be financed through
BBVA's internal resources. With this transaction, which is expected
to close during the first quarter of 2007, BBVA continues to move
forward with its goal of becoming a leading financial services
company in the United States. Under the terms of the agreement,
BBVA will pay approximately $480 million in cash (or $38.50 on a
per share basis) in exchange for all of SNBI's outstanding common
stock and options. The merger has been approved by the board of
directors of SNBI and the appropriate corporate body of BBVA. The
acquisition is subject to customary conditions, including the
approval of the shareholders of SNBI as well as bank regulatory
authorities in the United States and Spain. SNBI has retained
Credit Suisse Securities (USA) LLC to act as its financial advisor
and to render a fairness opinion in connection with this
transaction. SNBI Chairman and Chief Executive Officer Tom C.
Nichols commented, "This transaction takes State National to a new
chapter and higher level in its banking journey. We will be joining
a 149-year-old banking organization, with global operations. I feel
this will be financially rewarding to all of our shareholders and
will offer our employees additional opportunities and depth to
their banking careers. Finally, our customers will also benefit
from the additional products and programs the combined institution
will be able to provide." Jose Maria Garcia (BBVA USA CEO), added,
"The acquisition of State National fits extremely well with BBVA's
US strategy, launched in 2004. We are very excited about this
transaction because it gives us a leading position in Texas, a
priority market for BBVA USA, including strong markets in West
Texas and the Fort Worth area. We are pleased to welcome State
National to our ranks with its strong emphasis on customer service
and excellent risk-return profile. Profitable growth is, of course,
a key element of BBVA's strategy, today and in the future. Value
creation is our most important commitment with our shareholders."
About SNBI State National Bancshares, Inc. is a bank holding
company headquartered in Fort Worth, Texas, with $1.6 billion in
assets as of March 31, 2006, offering a broad range of financial
products and services primarily through its main subsidiary, State
National Bank. State National Bank operates through a network of
over 40 banking centers located in Texas and New Mexico. About BBVA
BBVA is a multinational financial services group that operates in
32 countries. Its stock trades on the Madrid stock exchange and its
American depositary receipts trade on the New York Stock Exchange
under the symbol BBV. At March 31, 2006, BBVA had 7,456 branches,
94,951 employees, and total assets of 393 billion euros
(approximately $497 billion). BBVA provides to its 35 million
customers around the world a full range of financial services,
including commercial and wholesale banking, retail banking
services, consumer loans, mortgages, credit cards, securities
brokerage, wealth management, pension plan management and
insurance. BBVA is one of the top-three leading Eurozone banks in
terms of Return on Equity, Earnings Per Share growth and
efficiency. FORWARD-LOOKING STATEMENTS This press release contains
certain forward-looking information about SNBI that is intended to
be covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
forward-looking statements. Such statements involve inherent risks
and uncertainties, many of which are difficult to predict and are
generally beyond the control of SNBI. SNBI cautions readers that a
number of important factors could cause actual results to differ
materially from those expressed in, implied or projected by, such
forward-looking statements. Risks and uncertainties include, but
are not limited to: the possibility that personnel changes will not
proceed as planned; planned acquisitions and related cost savings
cannot be realized or realized within the expected time frame;
costs and uncertainties related to the outcome of pending
litigation; revenues are lower than expected; competitive pressure
among depository institutions increases significantly; the
integration of acquired businesses costs more, takes longer or is
less successful than expected; the cost of additional capital is
more than expected; a change in the interest rate environment
reduces interest margins; general economic conditions, either
nationally or in the market areas in which SNBI operates, are less
favorable than expected; legislative or regulatory requirements or
changes that adversely affect SNBI's business or regulatory capital
requirements, or that alter the regulatory capital treatment of the
SNBI's trust preferred securities; changes in the securities
markets and other risks that are described in SNBI's public filings
with the U.S. Securities and Exchange Commission. If any of these
risks or uncertainties materializes or if any of the assumptions
underlying such forward-looking statements proves to be incorrect,
SNBI's results could differ materially from those expressed in,
implied or projected by such forward-looking statements. SNBI
assumes no obligation to update such forward-looking statements.
DATASOURCE: State National Bancshares, Inc.; Banco Bilbao Vizcaya
Argentaria, S.A. CONTACT: Tom C. Nichols, Chairman, President and
Chief Executive Officer of State National Bancshares, Inc.,
+1-817-547-1150; or Julissa Bonfante, USA Corporate Communications
of Banco Bilbao Vizcaya Argentaria, S.A., +1-212-728-1660, or Web
site: http://www.statenationalbank.com/
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