Banco Santander S.A. Tender Offer (6881D)
21 Ottobre 2022 - 8:00AM
UK Regulatory
TIDMBNC
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 TER
OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMATION
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 TER OFFERS
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TER
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 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
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 ). 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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