REG - Banco Santander S.A. - Tender Offer

Banco Santander SAAnnouncement

21/10/2022 07:01

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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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