Afore XXI, S.A. de C.V. entered into an agreement to acquire Administradora De Fondos Para El Retiro Banorte's , S.A. De C.V. from Banco Bilbao Vizcaya Argentaria, S.A. (CATS:BBVA) for $1.6 billion on November 27, 2012. Banorte will contribute 50% of the consideration and the Mexican Social Security Institute (“IMSS”) the remaining 50%. The purchase price shall be adjusted in view of the company's available excess capital at the closing date. BBVA estimates that such adjustment could reach $130 million, in which case the total price to be paid by the purchaser would be $1.73 billion. The operations of Afore Bancomer will be integrated into Afore XXI Banorte when the transaction is finalized, with the corporate identity and operations of Afore XXI Banorte subsisting. For the year ended 2011, Administradora De Fondos Para El Retiro Banorte's posted revenues of approximately $230 million and net income of $96.3 million. The closing of the transaction is subject to Mexican regulatory authorizations and approval by Mexico's antitrust agency Cofeco. It is anticipated that the closing of the transaction will take place in the first quarter of 2013.

As of November 29, 2012, the transaction was approved by Mexico's pension fund regulator Consar. Ruben Kraiem, Gabriel Mesa, Cecile Zwiebach, Robert Heller, Michael Francese, Katherine Mineka, Lee Tiedrich, Jessica Milner, James O'Connell, Rebecca Carr, Peter Schwartz and Courtney Heizenrader of Covington & Burling LLP acted as legal advisors to Afore XXI Banorte, S.A. de C.V. Fernando de Ovando and Mauricio Castilla of Jones Day and Haynes & Boone also acted as legal advisor to Afore XXI Banorte, S.A on Mexican law matters. William Torchiana, Richard Morrissey, Sergio Galvis, Neal McKnight, Joram Lietaert Peerbolte, Lucas Carsley, Brendan Franich, Adam MacLeod, Kiran Kadekar, Christopher Payne, Jorge Solis, Jesse Dungan, Eugenio Labadie, Rebecca Coccaro, Robin Kelly, Allison MacDonald, Blaze Waleski, Julie Newman, Ronald Creamer Jr. and Ritch Mueller of Sullivan & Cromwell LLP acted as legal advisors for Banco Bilbao Vizcaya Argentaria. Morgan Stanley acted as financial advisor for Banorte Afore XXI Banorte. Goldman, Sachs & Co. acted as financial advisor for Banco Bilbao. Cleary, Gottlieb, Steen & Hamilton LLP acted as legal advisor for Goldman, Sachs. The currecny conversions were done using www.oanda.com on December 31, 2011.

Afore XXI, S.A. de C.V. completed the acquisition of Administradora De Fondos Para El Retiro Banorte's , S.A. De C.V. from Banco Bilbao Vizcaya Argentaria, S.A. (CATS:BBVA) for $1.7 billion on January 8, 2013. The transaction has been approved by the Federal Competition Commission.