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 
             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. 
 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 a nd through 
  the CNBV's website at 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 
 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 ). 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 

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(END) Dow Jones Newswires

October 21, 2022 02:00 ET (06:00 GMT)

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