REG - Banco Santander S.A. - Further re Santander Mexico tender offer: results

Banco Santander SAAnnouncement

11/04/2023 07:00

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RNS Number : 7373V  Banco Santander S.A.  11 April 2023

 

 

Banco Santander, S.A. ("Banco Santander"), in compliance with the Spanish,
Mexican and U.S. Securities Market legislation, hereby communicates the
following:

 

OTHER RELEVANT INFORMATION

 

Banco Santander informs that the Mexican Offer (as defined below) expired at
2:00 p.m., Mexico City time, on April 10, 2023, and the U.S. Offer (as defined
below) expired at 5:00 p.m., New York City time, on April 10, 2023.

 

On February 7, 2023, Banco Santander announced the commencement of concurrent
cash tender offers in Mexico (the "Mexican Offer") and the United States (the
"U.S. Offer" and, together with the Mexican Offer, the "Tender Offers") to
acquire all of the issued and outstanding (i) Series B shares (the "Series B
Shares") of Banco Santander México, S.A., Institución de Banca Múltiple,
Grupo Financiero Santander México ("Santander Mexico") and (ii) American
Depositary Shares (each of which represents five Series B Shares) of Santander
Mexico (the "ADSs" and jointly with the Series B Shares, the "Shares"), in
each case other than any Series B Shares or ADSs owned, directly or
indirectly, by Banco Santander, and which collectively amount to approximately
3.76% of Santander Mexico's outstanding share capital, for a purchase price of
Ps.24.52 in cash per Series B Share, and U.S.$6.6876 in cash per ADS (i.e.,
the U.S. dollar equivalent of Ps.122.6 based on the U.S.$/Ps. exchange rate on
April 10, 2023, as published in the Mexican Federal Official Gazette (Diario
Oficial de la Federación) by the Mexican Central Bank (Banco de México))
(the "Purchase Price").

 

The Mexican Offer was originally scheduled to expire at 2:00 p.m., Mexico City
time, on March 8, 2023 and the U.S. Offer was originally scheduled to expire
at 5:00 p.m., New York City time, on March 8, 2023. On March 1, 2023, Banco
Santander announced its decision to extend the expiration date of the Mexican
Offer until 2:00 p.m., Mexico City time, on April 10, 2023, and the U.S. Offer
until 5:00 p.m., New York City time, on April 10, 2023.

 

The results of the Tender Offers as of April 10, 2023 are as follows:

 

 Offer              Series B Shares validly tendered and not validly withdrawn((1))      Series B Shares represented by ADSs tendered pursuant to guaranteed delivery                                                                                 % of Santander Mexico's share capital((1))
                                                                                         process

                                                                                                                                                                           % of total number of Series B Shares to which the Tender Offers were
                                                                                                                                                                           addressed((1))
 Mexican Offer      91,666,658                                                           -                                                                                 35.91%                                                                     1.35%
 U.S. Offer         152,469,800((2))                                                     235,385                                                                           59.82%                                                                     2.25%
 Total              244,136,458                                                          235,385                                                                           95.73%                                                                     3.60%

 

(1)   Includes Series B Shares represented by ADSs.

(2)   Not considering Series B Shares represented by ADSs tendered pursuant
to guaranteed delivery process.

 

The foregoing is based on the assumption that all Series B Shares represented
by ADSs tendered pursuant to the guaranteed delivery process will be validly
delivered within the required two-trading-day period in connection with the
guaranteed delivery process, and is subject to change.

 

Assuming all Series B Shares represented by ADSs tendered pursuant to the
guaranteed delivery process are validly tendered within such two-trading-day
period, Banco Santander's shareholding in Santander Mexico will increase from
approximately 96.2% to approximately 99.8% of Santander Mexico's share capital
following completion of the Tender Offers. Banco Santander expects to pay the
Purchase Price for Series B Shares and ADSs accepted for purchase under the
Tender Offers on April 13, 2023.

 

As previously announced, Banco Santander intends to (i) deregister the Series
B Shares from the Mexican National Securities Registry of the Mexican National
Banking and Securities Commission (the "CNBV") and delist such Series B Shares
from the Mexican Stock Exchange, (ii) remove the ADSs from listing on the New
York Stock Exchange and the Series B Shares and ADSs from registration with
the U.S. Securities and Exchange Commission ("SEC") (items (i) and (ii),
collectively, the "Delisting"), and (iii) direct Citibank, N.A., as ADS
Depositary, to terminate the ADS Amended and Restated Deposit Agreement, dated
as of October 1, 2022. The Delisting was approved on November 30, 2022 at the
Extraordinary General Shareholders' Meeting of Santander Mexico with the
affirmative vote of 98.31% of the shares of Santander Mexico represented at
such meeting.

 

Pursuant to Mexican law, Banco Santander and Santander Mexico will incorporate
a repurchase trust (fideicomiso) (a "Repurchase Trust") on the date of the
cancellation of the registration of the Series B Shares with the Mexican
National Securities Registry of the CNBV. Holders of Series B Shares that
remain outstanding following completion of the Tender Offers will have the
right, but not the obligation, to sell their Series B Shares to the Repurchase
Trust at any time during a period of six (6) months from the date the
Repurchase Trust is incorporated for the same cash consideration that they
would have received during the Mexican Offer in respect of their Series B
Shares (the "Statutory Sell-out"). The Statutory Sell-out will be treated as a
six-month subsequent offering period to the U.S. Offer. Under Mexican law and
regulations, the Statutory Sell-out will not be treated as a tender offer in
Mexico or a subsequent offering period of the Mexican Offer.

 

The U.S. Offer is subject to the terms and conditions set forth in the U.S.
Offer to Purchase filed with the SEC and the Mexican Offer is subject to the
terms and conditions set forth in the informative memorandum (folleto
informativo), in each case, as amended from time to time.

 

 

Ciudad de México, April 10, 2023

Boadilla del Monte (Madrid), April 11, 2023

 

 

 

IMPORTANT INFORMATION FOR INVESTORS ABOUT THE PROPOSED TRANSACTION

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT,
U.S. OFFER TO PURCHASE, THE TRANSACTION STATEMENT ON SCHEDULE 13E-3,
SOLICITATION /RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC AND THE CNBV REGARDING THE TENDER OFFERS CAREFULLY BEFORE MAKING
A DECISION CONCERNING THE TENDER OFFERS AND THE STATUTORY SELL-OUT AS THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFERS AND THE STATUTORY
SELL-OUT.

Such documents, and other documents filed by Banco Santander and Santander
Mexico, may be obtained without charge at the SEC's website at www.sec.gov and
through the CNBV´s website at www.gob.mx/cnbv. The U.S. offer to purchase and
related materials may also be obtained for free by contacting the information
agent for the Tender Offers.

This communication shall not constitute a tender offer in any country or
jurisdiction in which such offer would be considered unlawful or otherwise
violate any applicable laws or regulations, or which would require Banco
Santander or any of its affiliates to change or amend the terms or conditions
of such offer in any manner, to make any additional filing with any
governmental or regulatory authority or take any additional action in relation
to such offer.

Forward-Looking Statements

This communication contains forward-looking statements which reflect
management's current views and estimates regarding the abilities of the
parties to complete the Tender Offers and the expected timing of completion of
the Tender Offers, among other matters. All statements other than statements
of historical fact are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief or current
expectation of the parties and members of their senior management team.
Forward-looking statements include, without limitation, statements regarding
the Tender Offers and related matters; prospective performance and
opportunities; post-closing operations; the outlook for the business; filings
and approvals relating to the Tender Offers; the expected timing of the
completion of the Tender Offers; the ability to complete the Tender Offers
considering the various conditions; and any assumptions underlying any of the
foregoing. Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties
and are cautioned not to place undue reliance on these forward-looking
statements.

A number of risks, uncertainties and other important factors may cause actual
developments and results to differ materially from Banco Santander's or
Santander Mexico's expectations. Risks and uncertainties include, among other
things, risks related to the Tender Offers, including uncertainties as to the
timing of the Tender Offers; the possibility of business disruptions due to
transaction-related uncertainty; uncertainties as to the availability of
certain statutory relief under the U.S. securities laws; how many of Santander
Mexico shareholders will tender their shares in the Tender Offers; general
economic or industry conditions of areas where Banco Santander or Santander
Mexico have significant operations or investments (such as a worse economic
environment, higher volatility in the capital markets, inflation or deflation,
changes in demographics, consumer spending, investment or saving habits, and
the effects of the war in Ukraine or the COVID-19 pandemic in the global
economy); exposure to various market risks (particularly interest rate risk,
foreign exchange rate risk, equity price risk and risks associated with the
replacement of benchmark indices); potential losses from early repayments on
loan and investment portfolios, declines in value of collateral securing loan
portfolios, and counterparty risk; political stability in Spain, the United
Kingdom, other European countries, Latin America and the US; changes in
legislation, regulations, taxes, including regulatory capital and liquidity
requirements, especially in view of the UK exit of the European Union and
increased regulation in response to financial crises; the ability to integrate
successfully acquisitions and related challenges that result from the inherent
diversion of management's focus and resources from other strategic
opportunities and operational matters; and changes in access to liquidity and
funding on acceptable terms, in particular if resulting from credit spreads
shifts or downgrade in credit ratings; and other risks and uncertainties
discussed in (i) Santander Mexico's filings with the SEC, including the "Risk
Factors" and "Special Note Regarding Forward-Looking Statements" sections of
Santander Mexico's most recent annual report on Form 20-F and subsequent 6-Ks
filed with, or furnished to, the SEC and (ii) Banco Santander's filings with
the SEC, including the "Risk Factors" and "Cautionary Statement Regarding
Forward-Looking Statements" sections of Banco Santander's most recent annual
report on Form 20-F and subsequent 6-Ks filed with, or furnished to, the SEC.
You can obtain copies of Banco Santander's and Santander Mexico's filings with
the SEC for free at the SEC's website (www.sec.gov). Other factors that may
cause actual results to differ materially include those set forth in the
Tender Offer Statement on Schedule TO, the Transaction Statement on Schedule
13E-3, the Solicitation/Recommendation Statement on Schedule 14D-9 and other
documents related to the Tender Offers filed with the SEC by Banco Santander
and/or Santander Mexico and as amended from time to time. All forward-looking
statements are based on information currently available and the parties assume
no obligation and disclaim any intent to update any such forward-looking
statements.

Numerous factors could affect our future results and could cause those results
deviating from those anticipated in the forward-looking statements. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Our forward-looking
statements speak only as at date of this communication and are informed by the
knowledge, information and views available as at the date of this
communication. Banco Santander is not required to update or revise any
forward-looking statements, regardless of new information, future events or
otherwise.

 

 

 

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