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RNS Number : 6881D Banco Santander S.A. 21 October 2022
Banco Santander, S.A., ("Banco Santander") in compliance with the Spanish,
Mexican and U.S. securities legislation, hereby communicates the following:
OTHER RELEVANT INFORMATION
Banco Santander announces that it intends to make concurrent cash tender
offers in Mexico and the United States 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"), in
each case, other than any Series B Shares or ADSs owned, directly or
indirectly, by Banco Santander, which amount to approximately 3.76% of
Santander Mexico's share capital (the "Tender Offers"). Following the Tender
Offers, Banco Santander intends to (a) cancel the registration of the Series B
Shares in the National Securities Registry of the Mexican National Banking and
Securities Commission (the "CNBV") and delist such Series B Shares from the
Mexican Stock Exchange ("BMV"), and (b) remove the ADSs from listing on the
New York Stock Exchange and the Series B Shares from registration with the
U.S. Securities and Exchange Commission (the "SEC") (items (a) and (b),
collectively, the "Delisting").
The consideration for the shareholders tendering their Series B Shares will be
equal to the book value of each Series B Share (and the equivalent with
respect to each ADS) in accordance with Santander Mexico's last quarterly
report filed with the CNBV and the BMV prior to the launch of the Tender
Offers pursuant to applicable law (the "Offer Price").
Consummation of the Delisting will be subject to the approval by shareholders
holding at least 95% of Santander Mexico's share capital at an extraordinary
shareholders' meeting of Santander Mexico. Banco Santander currently holds,
directly and indirectly, more than 96% of Santander Mexico's share capital
and, therefore, expects to obtain such approval at the extraordinary
shareholders' meeting of Santander Mexico, which we expect will be called for
such purposes shortly.
Considering the foregoing, the Tender Offer in Mexico will be a mandatory
tender offer in terms of article 108 of the Mexican Securities Market Law.
Commencement of the Tender Offers and consummation thereof is subject to
certain conditions, including regulatory authorizations from and review by the
CNBV and the SEC, respectively, the absence of any material adverse change in
the financial condition, results of operations or prospects of Santander
Mexico, and that the trading price of the Series B Shares (which, pursuant to
the Mexican Securities Market Law, is equal to the volume weighted average
price of the transactions completed during the last 30 days on which the
Series B Shares were negotiated, prior to the beginning of the Tender Offers,
for a period not to exceed 6 months) is not greater than the Offer Price.
The Tender Offers are expected to be launched and settled no later than the
first quarter of 2023.
The Tender Offers are consistent with Banco Santander's strategy of increasing
its weight in growth markets and reflects Banco Santander's confidence in
Mexico and Santander Mexico as well as their long-term growth potential. The
impact of the Tender Offers on Santander Group's capital will not be material.
Boadilla del Monte (Madrid), 21 October 2022
IMPORTANT INFORMATION FOR INVESTORS ABOUT THE PROPOSED TRANSACTION
The tender offers described in this communication have not yet commenced. This
communication is provided for informational purposes only and does not
constitute an offer to purchase or the solicitation of an offer to sell any
common stock (including any American Depositary Share representing any common
stock) or other securities. If and at the time a tender offer is commenced in
the United States, Banco Santander (and/or one or more of its affiliates, as
applicable) intends to file with the U.S. Securities and Exchange Commission
(the "SEC") a Tender Offer Statement on Schedule TO containing an offer to
purchase, a form of letter of transmittal and other documents relating to the
tender offer, and Santander Mexico will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. Banco Santander will also file before the Comisión Nacional
Bancaria y de Valores ("CNBV") an informative brochure in connection with the
transaction and the prospective offer as required under applicable law.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT,
OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER
RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC AND THE CNBV REGARDING THE
PROPOSED TRANSACTION CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER
OFFERS AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFERS.
Such documents, and other documents filed by Banco Santander and Santander
Mexico, may be obtained without charge after they have been filed at the SEC's
website at www.sec.gov (http://www.sec.gov) and through the CNBV´s website at
www.cnbv.gob.mx (http://www.cnbv.gob.mx) . The offer to purchase and related
materials may also be obtained (when available) 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" as per the meaning of
the US Private Securities Litigation Reform Act of 1995. These statements may
be identified by words like expect, project, anticipate, should, intend,
probability, risk, target, goal, objective, estimate, future and similar
expressions and include, but are not limited to, statements that are
predictive in nature and depend upon or refer to future events, conditions,
circumstances or the future performance of Banco Santander or Santander Mexico
or their respective affiliates, including as a result of the implementation of
the transactions described herein. These statements are based on management's
current expectations and are inherently subject to uncertainties and changes
in circumstance and 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 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 (http://www.sec.gov) ). Other factors that may cause
actual results to differ materially include those that will be set forth in
the Tender Offer Statement on Schedule TO, the Solicitation/Recommendation
Statement on Schedule 14D-9 and other tender offer documents filed by Banco
Santander and Santander Mexico. All forward-looking statements in this
communication are qualified in their entirety by this cautionary statement.
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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