REG - Banco Santander S.A. - Tender Offer

Banco Santander SAAnnouncement

07/02/2023 11:30

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RNS Number : 1914P  Banco Santander S.A.  07 February 2023

Banco Santander, S.A., in compliance with the Spanish, Mexican and U.S.
securities legislation, hereby communicates the following:

OTHER RELEVANT INFORMATION

 Banco Santander, S.A. ("Banco Santander"), following its announcement dated
 October 21, 2022, announces that the Tender Offers (as defined below)
 commenced today, February 7, 2023.

 Banco Santander is making 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"), 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. Following the Tender
 Offers, Banco Santander intends to (a) 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 ("BMV"), and (b) 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 (the "SEC") (items (a) and
 (b), collectively, the "Delisting"). The U.S. Offer is subject to the terms
 and conditions set forth in the U.S. Offer to Purchase filed with the SEC
 today and the Mexican Offer is subject to the terms and conditions set forth
 in the informative memorandum (folleto informativo).

 The offer price to shareholders tendering their Series B Shares will be
 MX$24.52 in cash per Series B Share (and the U.S. dollar equivalent of
 MX$122.6 in cash per ADS), which corresponds to the book value of each Series
 B Share in accordance with Santander Mexico's quarterly report for the fourth
 quarter of 2022, which was filed with the CNBV and the BMV on February 2, 2023
 and is the last quarterly report filed by Santander Mexico with the CNBV and
 the BMV prior to the launch of the Tender Offers (the "Offer Price").

 In addition, Banco Santander announces that the Delisting has been approved by
 Santander Mexico's extraordinary shareholders meeting held on November 30,
 2022, at which 98.34% of Santander Mexico's shares outstanding were
 represented, and which resolutions were approved with the affirmative vote of
 98.31% of the Santander Mexico's shares represented at such meeting.

 Considering the foregoing, the Tender Offer in Mexico will be a delisting
 tender offer according to article 108 of the Mexican Securities Market Law.

 Consummation of the Offers is subject to certain conditions, including the
 absence of any material adverse change in the financial condition, results of
 operations or prospects of Santander Mexico.

 As further described in the U.S. Offer to Purchase filed with the SEC today,
 with respect to the U.S. Offer, and in the Mexican informative memorandum
 (folleto informativo) with respect to the Mexican Offer, the Tender Offers are
 expected to remain open from today, February 7, 2023, until March 8, 2023,
 unless extended. Notwithstanding the foregoing, the Offers period may be
 extended on one or more occasions at the discretion of Banco Santander in
 accordance with the terms of the Tender Offers.

 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 is not expected to be
 material.

 Boadilla del Monte (Madrid), February 7, 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 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 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 Offer; 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
 (http://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 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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