Compass Bancshares Acquires Capital Investment Counsel, Inc.
05 Julio 2007 - 12:17PM
Business Wire
Compass Bancshares, Inc., (NASDAQ: CBSS) today announced that it
has acquired Capital Investment Counsel, Inc., a Denver,
Colorado-based investment advisory firm with over $1.3 billion in
assets under management. Founded in 1990, Capital Investment
Counsel, Inc. (CIC) is one of the largest registered investment
advisors in the Denver, Colorado and Phoenix, Arizona areas. CIC
specializes in providing comprehensive wealth management services,
financial planning and investment advisory services. �This
acquisition is consistent with our business plan aimed at
increasing fee-based revenues,� said D. Paul Jones, Jr., Compass�
chairman and chief executive officer. �The addition of Capital
Investment Counsel further enhances our ability to provide
customers with first-class wealth management and investment advice
and, as our primary investment advisory arm in Denver and Phoenix,
will enable us to more effectively serve customers in these key
Western markets.� The CIC senior management team, led by chairman
and chief executive officer Chris Johnson and president Clark
Johnson, will continue in their present roles and will operate as a
subsidiary of Compass Bank under the CIC name. �We are joining an
outstanding organization,� said Chris Johnson. �In addition to
their outstanding distribution network and focus on providing
exceptional customer service, we were impressed by their insight
and the thoroughness of Compass� investment management business
plan.� Added Clark Johnson, �Combining with Compass is a sound
business decision designed to enhance our existing client�s
experience. Additionally, we strengthen our opportunities for
growth as we offer a wide range of services to Compass� customers
and gain access for our clients to Compass� banking products.� The
addition of CIC marks the third acquisition of an investment
advisory firm by Compass. In 2002, Compass completed its initial
investment advisory firm acquisition through the purchase of
Jacksonville, Florida-based St Johns Investment Management Company.
In 2005, Compass acquired Stavis, Margolis Advisory Services, Inc.,
one of the most respected financial planning and investment
advisory firms in Houston, Texas. In February, Compass announced
the signing of a definitive agreement under which Banco Bilbao
Vizcaya Argentaria, S.A. (NYSE: BBV Madrid: BBVA) (�BBVA�) will
acquire Compass for a combination of cash and stock. Compass
stockholders can elect to receive either 2.8 BBVA American
Depository Shares (�ADSs�) or $71.82 in cash per Compass common
stock, subject to proration. The receipt of BBVA ADSs in the
transaction, which will comprise just over half of the
consideration, will be tax free to Compass stockholders. A
historical summary of cash basis dividends on BBVA ADSs and
Compass� common stock can be found on Compass� web site at
www.compassbank.com under the link labeled �Compass � BBVA
Transaction News.� A special meeting of Compass shareholders to
vote on the transaction with BBVA is set for August 8, 2007 at
10:00 a.m. Alabama time at the company�s Corporate Headquarters
Building. Compass Bancshares, Inc. is a $34.4 billion Southwestern
financial holding company which operates 415 full-service banking
offices including 164 in Texas, 89 in Alabama, 75 in Arizona, 44 in
Florida, 33 in Colorado and 10 in New Mexico. Compass is among the
top 30 U.S. bank holding companies by asset size and ranks among
the top earners of its size based on return on equity. Shares of
Compass' common stock are traded through the NASDAQ Global Select
MarketSM exchange under the symbol CBSS. Additional information
about Compass, a member of the S&P 500 Index and Dow Jones
Select Dividend Index, can be found at www.compassbank.com.
Cautionary Statement Regarding Forward-Looking Information
Information set forth in this release contains forward-looking
statements, which involve a number of risks and uncertainties.
Compass cautions readers that any forward-looking information is
not a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking
information. Such forward-looking statements include, but are not
limited to, statements about the benefits of the business
combination transaction involving Compass and BBVA, including
future financial and operating results, the new company�s plans,
objectives, expectations and intentions and other statements that
are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule;
the failure of Compass stockholders or BBVA shareholders to approve
the transaction; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any
other synergies from the transaction may not be fully realized or
may take longer to realize than expected; disruption from the
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; competition and its effect on
pricing, spending, third-party relationships and revenues.
Additional factors that may affect future results are contained in
Compass� and BBVA�s filings with the SEC, which are available at
the SEC�s web site http://www.sec.gov. Compass disclaims any
obligation to update and revise statements contained in these
materials based on new information or otherwise. Additional
Information About the BBVA Transaction In connection with the
proposed transaction, BBVA has filed with the Securities and
Exchange Commission (the �SEC�) a Registration Statement on Form
F-4 that includes a proxy statement of Compass that also
constitutes a prospectus of BBVA. Compass has begun mailing the
proxy statement/prospectus to its stockholders. Investors and
security holders are urged to read the proxy statement/prospectus
regarding the proposed transaction because it contains important
information. You may obtain a free copy of the proxy
statement/prospectus and other related documents filed by Compass
and BBVA with the SEC at the SEC�s website at www.sec.gov. The
proxy statement/prospectus and the other documents may also be
obtained for free by accessing Compass� website at
www.compassbank.com under the tab �Investor Relations� and then
under the heading �SEC Filings�. Participants in the BBVA/Compass
Transaction Compass, BBVA and their respective directors, executive
officers and certain other members of management and employees may
be soliciting proxies from stockholders in favor of the
transaction. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the stockholders in connection with the proposed transaction will
be set forth in the proxy statement/prospectus filed with the SEC.
You can find information about Compass� executive officers and
directors in Compass� definitive proxy statement filed with the SEC
on March 17, 2006. You can find information about BBVA�s executive
officers and directors in BBVA�s Form 20-F filed with the SEC on
July 7, 2006. You can obtain free copies of these documents from
Compass or BBVA using the contact information above.
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