TIDMBNC
RNS Number : 7373V
Banco Santander S.A.
11 April 2023
Banco Santander, S.A. ("Banco Santander"), in compliance with
the Spanish, Mexican and U.S. Securities Market legislation, hereby
communicates the following:
OTHER RELEVANT INFORMATION
Banco Santander informs that the Mexican Offer (as defined
below) expired at 2:00 p.m., Mexico City time, on April 10, 2023,
and the U.S. Offer (as defined below) expired at 5:00 p.m., New
York City time, on April 10, 2023.
On February 7, 2023, Banco Santander announced the commencement
of 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" and jointly with the Series B
Shares, the "Shares"), 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, for a purchase price of
Ps.24.52 in cash per Series B Share, and U.S.$6.6876 in cash per
ADS (i.e., the U.S. dollar equivalent of Ps.122.6 based on the
U.S.$/Ps. exchange rate on April 10, 2023, as published in the
Mexican Federal Official Gazette (Diario Oficial de la Federación)
by the Mexican Central Bank (Banco de México)) (the "Purchase
Price").
The Mexican Offer was originally scheduled to expire at 2:00
p.m., Mexico City time, on March 8, 2023 and the U.S. Offer was
originally scheduled to expire at 5:00 p.m., New York City time, on
March 8, 2023. On March 1, 2023, Banco Santander announced its
decision to extend the expiration date of the Mexican Offer until
2:00 p.m., Mexico City time, on April 10, 2023, and the U.S. Offer
until 5:00 p.m., New York City time, on April 10, 2023.
The results of the Tender Offers as of April 10, 2023 are as
follows:
Series B Shares % of total
represented number of Series
Series B Shares by ADSs tendered B Shares to
validly tendered pursuant to which the Tender % of Santander
and not validly guaranteed Offers were Mexico's share
Offer withdrawn(1) delivery process addressed(1) capital(1)
============== ================= ================= ================== ===============
Mexican Offer 91,666,658 - 35.91% 1.35%
U.S. Offer 152,469,800(2) 235,385 59.82% 2.25%
Total 244,136,458 235,385 95.73% 3.60%
(1) Includes Series B Shares represented by ADSs.
(2) Not considering Series B Shares represented by ADSs tendered
pursuant to guaranteed delivery process.
The foregoing is based on the assumption that all Series B
Shares represented by ADSs tendered pursuant to the guaranteed
delivery process will be validly delivered within the required
two-trading-day period in connection with the guaranteed delivery
process, and is subject to change.
Assuming all Series B Shares represented by ADSs tendered
pursuant to the guaranteed delivery process are validly tendered
within such two-trading-day period, Banco Santander's shareholding
in Santander Mexico will increase from approximately 96.2% to
approximately 99.8% of Santander Mexico's share capital following
completion of the Tender Offers. Banco Santander expects to pay the
Purchase Price for Series B Shares and ADSs accepted for purchase
under the Tender Offers on April 13, 2023.
As previously announced, Banco Santander intends to (i)
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, (ii) 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 ("SEC") (items (i) and
(ii), collectively, the "Delisting"), and (iii) direct Citibank,
N.A., as ADS Depositary, to terminate the ADS Amended and Restated
Deposit Agreement, dated as of October 1, 2022. The Delisting was
approved on November 30, 2022 at the Extraordinary General
Shareholders' Meeting of Santander Mexico with the affirmative vote
of 98.31% of the shares of Santander Mexico represented at such
meeting.
Pursuant to Mexican law, Banco Santander and Santander Mexico
will incorporate a repurchase trust (fideicomiso) (a "Repurchase
Trust") on the date of the cancellation of the registration of the
Series B Shares with the Mexican National Securities Registry of
the CNBV. Holders of Series B Shares that remain outstanding
following completion of the Tender Offers will have the right, but
not the obligation, to sell their Series B Shares to the Repurchase
Trust at any time during a period of six (6) months from the date
the Repurchase Trust is incorporated for the same cash
consideration that they would have received during the Mexican
Offer in respect of their Series B Shares (the "Statutory
Sell-out"). The Statutory Sell-out will be treated as a six-month
subsequent offering period to the U.S. Offer. Under Mexican law and
regulations, the Statutory Sell-out will not be treated as a tender
offer in Mexico or a subsequent offering period of the Mexican
Offer.
The U.S. Offer is subject to the terms and conditions set forth
in the U.S. Offer to Purchase filed with the SEC and the Mexican
Offer is subject to the terms and conditions set forth in the
informative memorandum (folleto informativo), in each case, as
amended from time to time.
Ciudad de México, April 10, 2023
Boadilla del Monte (Madrid), April 11, 2023
IMPORTANT INFORMATION FOR INVESTORS ABOUT THE PROPOSED
TRANSACTION
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TER OFFER
STATEMENT, U.S. OFFER TO PURCHASE, THE TRANSACTION STATEMENT ON
SCHEDULE 13E-3, SOLICITATION /RECOMMATION STATEMENT AND ALL OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC AND THE CNBV REGARDING THE
TER OFFERS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TER
OFFERS AND THE STATUTORY SELL-OUT AS THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TER OFFERS AND THE STATUTORY SELL-OUT.
Such documents, and other documents filed by Banco Santander and
Santander Mexico, may be obtained without charge at the SEC's
website at www.sec.gov and through the CNBV's website at
www.gob.mx/cnbv. 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 Offers; 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). 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 and
as amended 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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END
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