UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
Banco Santander México, S.A., Institución
De Banca Múltiple, Grupo Financiero Santander México
(Name of Subject Company (Issuer))
Banco Santander, S.A.
(Names of Filing Persons (offerors))
Series B Shares, par value Ps.3.780782962*
(Title of Class of Securities)
05969B103**
(CUSIP Number of Class of Securities)
Banco Santander, S.A.
New York Branch
45 E. 53rd Street, New York, New York 10022
+212-350-3500
Attn: Mercedes Pacheco, Managing Director and
Senior Legal Counsel
(Name, address, and telephone numbers of person
authorized to receive notices and communications on behalf of filing persons)
With copies to:
Nicholas A. Kronfeld
Daniel Brass
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel: +212-450-4000
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CALCULATION
OF FILING FEE
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Transaction
Valuation***
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Amount
of Filing Fee****
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$735,991,517.02
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$68,250.00
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*
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Not for trading, but only in connection with
the listing of the American depositary shares (“ADSs”) on The New York Stock
Exchange LLC (NYSE). Every ADSs represents five Series B Shares.
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**
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This CUSIP number applies to the ADSs.
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***
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Calculated solely for the purpose of determining
the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). The filing fee is calculated based on
the aggregate cash payment for the proposed per-share cash payment of $735,991,517.02 for
561,353,228 outstanding Series B Shares (directly or in the form of ADSs) subject to the
transaction (the “Transaction Valuation”). The U.S. dollar equivalent
of the maximum aggregate offering price has been calculated using an exchange rate of Ps.20.2120/U.S.
dollar as of October 22, 2021, as announced by the Federal Reserve Board as of October 25,
2021.
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****
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The amount of the filing fee, calculated
in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission
Fee Rate Advisory #1 for Fiscal Year 2022, was calculated by multiplying the Transaction
Valuation by 0.0000927.
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☐
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form or Registration No.:
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N/A
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Date Filed:
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N/A
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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☒
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third-party tender offer subject to Rule 14d-1.
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☐
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issuer tender offer subject to Rule 13e-4.
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☒
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender offer: ☐
table
of contents
Page
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Item 1. Summary Term Sheet.
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1
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Item 2. Subject Company Information.
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1
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Item 3. Identity and Background of Filing Person.
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1
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Item 4. Terms of the Transaction.
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1
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
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2
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Item 6. Purpose of the Transaction and Plans or Proposals.
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2
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Item 7. Source and Amount of Funds or Other Consideration.
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2
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Item 8. Interest in Securities of the Subject Company.
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2
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Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
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2
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Item 10. Financial Statements.
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2
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Item 11. Additional Information.
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2
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Item 12. Exhibits
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3
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Item 13. Information Required by Schedule 13E-3.
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4
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This
Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Banco Santander, S.A., a company organized
under the laws of the Kingdom of Spain (the “Purchaser”). This Schedule TO relates to the offer by Purchaser to acquire
the outstanding Series B shares of Banco Santander México, S.A., Institución De Banca Múltiple, Grupo Financiero
Santander México, a company incorporated in United Mexican States (the “Company”), par value Ps.3.78078296
per share (the “Series B Shares”), and all Series B Shares represented by American depositary shares (the “ADSs,”
with each ADS representing five Series B Shares) from all holders, in each case other than any Series B Shares and ADSs that are directly
or indirectly owned by the Purchaser, at a purchase price of Ps. 26.50 in cash per Series B Share or the U.S. dollar equivalent of Ps.
132.50 per ADS, without interest (the “Offer Price”), upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated November 3, 2021 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit
(a)(1)(i), and the related Share Letter of Transmittal and ADS Letter of Transmittal (as both defined in the Offer to Purchase, and collectively,
“Letters of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(ii) and (a)(1)(iii), respectively
(which, as amended or supplemented from time to time, together constitute the “Offer”).
The information set forth in the Offer to Purchase,
including all schedules thereto, and the related Letters of Transmittal are hereby expressly incorporated by reference in response to
all items of this Schedule TO.
Item 1. Summary Term Sheet.
Reference is made to the information set forth
in the Offer to Purchase under the heading “Summary Term Sheet,” which is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Reference is made to the information set forth
in the Offer to Purchase under the heading “The U.S. Offer-Section 7. Certain Information Concerning the Company,” which is
incorporated herein by reference.
(b) Reference is made to the information set forth
in the Offer to Purchase under the heading “Introduction,” which is incorporated herein by reference.
(c) Reference is made to the information set forth
in the Offer to Purchase under the heading “The U.S. Offer-Section 6. Price Range of ADSs; Dividends,” which is incorporated
herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Reference is made to the information set forth
in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “The U.S. Offer-Section
8. Certain Information Concerning Purchaser” and in “Schedule A-Information Concerning Directors, Executive Officers and Beneficial
Owners of Purchaser,” which is incorporated herein by reference.
(b) Reference is made to the information set forth
in the Offer to Purchase under the heading “The U.S. Offer-Section 8. Certain Information Concerning Purchaser” and in “Schedule
A-Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser,” which is incorporated herein by reference.
(c) Reference is made to the information set forth
in the Offer to Purchase under the heading “The U.S. Offer-Section 8. Certain Information Concerning Purchaser” and in “Schedule
A-Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser,” which is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Reference is made to the information set forth
in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors-Section
2. Purpose of and Reasons for the U.S. Offer; Plans for the Company after the U.S. Offer,” “Special Factors-Section 5. Effects
of the Offer,” “Special Factors-Section 6. Conduct of the Company’s Business if the U.S. Offer Is Not Completed,”
“Special Factors-Section 9. Interests Certain Persons in the U.S. Offer,” “The U.S. Offer-Section 1. Terms of the U.S.
Offer,” “The U.S. Offer-Section 2. Acceptance for Payment and Payment for Shares,” “The U.S. Offer-Section 3.
Procedures for Accepting the U.S. Offer and Tendering Shares,” “The U.S. Offer-Section 4. Withdrawal Rights,” “The
U.S. Offer-Section 5. Material U.S. and Mexican Federal Income Tax Consequences,” “The U.S. Offer-Section 10. Dividends and
Distributions,” “The U.S. Offer-Section 12. Possible Effects of the U.S. Offer on the Market for ADSs; NYSE Listing; Exchange
Act Registration; Deposit Agreement Termination;
Margin Regulations” and “The U.S. Offer-Section 13. Certain Legal Matters; Regulatory Approvals,” which is incorporated
herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Reference is made to the information set forth
in the Offer to Purchase under the headings “Special Factors-Section 8. Related Party Transactions” and in “Schedule
A-Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser,” which is incorporated herein by reference.
(b) Reference is made to the information set forth
in the Offer to Purchase under the headings “Introduction,” “Special Factors-Section 1. Background” and in “Schedule
A-Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser,” which is incorporated herein by reference.
Item 6. Purpose of the Transaction and Plans or Proposals.
(a) and (c) (1) through (7) Reference is made
to the information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,”
“Special Factors-Section 2. Purpose of and Reasons for the U.S. Offer; Plans for the Company after the U.S. Offer,” “Special
Factors-Section 5. Effects of the U.S. Offer,” “Special Factors-Section 6. Conduct of the Company’s Business if the
U.S. Offer Is Not Completed” and “The U.S. Offer-Section 12. Possible Effect of the U.S. Offer on the Market for the ADSs;
NYSE Listing; Exchange Act Registration; Deposit Agreement Termination; Margin Regulations,” which is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a), (b) and (d) Reference is made to the information
set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The U.S. Offer-Section 9. Source and
Amount of Funds,” which is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) Reference is made to the information set forth
in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” and in “Schedule A-Information
Concerning Directors, Executive Officers and Beneficial Owners of Purchaser,” which is incorporated herein by reference.
(b) Reference is made to the information set forth
in the Offer to Purchase under the heading “Schedule A-Information Concerning Directors, Executive Officers and Beneficial Owners
of Purchaser,” which is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Reference is made to the information set forth
in the Offer to Purchase under the heading “The U.S. Offer-Section 14. Fees and Expenses,” which is incorporated herein by
reference.
Item 10. Financial Statements.
(a)-(b) Financial information with respect to
the Purchaser is not material because (a) the consideration offered consists solely of cash; (b) the offer is not subject to any financing
condition; and (c) the offer is for all outstanding securities of the subject class. See “The U.S. Offer - Section
9. Source and Amount of Funds.”
Item 11. Additional Information.
(a)(1) Reference is made to the information set
forth in the Offer to Purchase under the headings “Special Factors-Section 1. Background,” “Special Factors-Section
8. Related Party Transactions” and “Special Factors-Section 9. Interests of the Certain Persons in the U.S. Offer” and
in “Schedule A-Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser,” which is incorporated
herein by reference.
(a)(2) Reference is made to the information set
forth in the Offer to Purchase under the headings “Special Factors-Section 7. Appraisal Rights; Rule 13e-3,” “The U.S.
Offer-Section 1. Terms of the U.S. Offer,” “The U.S. Offer-Section 2. Acceptance for Payment and Payment for Shares,”
“The U.S. Offer-Section 3. Procedures for
Accepting the U.S. Offer and Tendering Shares,”
“The U.S. Offer-Section 4. Withdrawal Rights,” “The U.S. Offer-Section 5. Material U.S. and Mexican Federal Income Tax
Consequences,” “The U.S. Offer-Section 11. Conditions to the U.S. Offer,” “The U.S. Offer-Section 12. Possible
Effects of the U.S. Offer on the Market for ADSs; NYSE Listing; Exchange Act Registration; Deposit Agreement Termination; Margin Regulations”
and “The U.S. Offer-Section 13. Certain Legal Matters; Regulatory Approvals,” which is incorporated herein by reference.
(a)(3) and (4) Reference is made to the information
set forth in the Offer to Purchase under the headings “The U.S. Offer-Section 12. Possible Effects of the U.S. Offer on the Market
for ADSs; NYSE Listing; Exchange Act Registration; Deposit Agreement Termination; Margin Regulations” and “The U.S. Offer-Section
13. Certain Legal Matters; Regulatory Approvals,” which is incorporated herein by reference.
(a)(5) Not applicable.
(b-c) Reference is made to the information set
forth in the Offer to Purchase and the Letters of Transmittal, which is incorporated herein by reference.
Item 12. Exhibits
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(a)(1)(i)
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Offer to Purchase, dated November 3, 2021.
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(a)(1)(ii)
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Form of Share Letter of Transmittal.
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(a)(1)(iii)
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Form of ADS Letter of Transmittal.
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(a)(1)(iv)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(v)
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Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vi)
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Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vii)
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Form of Acceptance for Shares.
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(a)(1)(viii)
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Form of Withdrawal Letter.
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(a)(5)(i)
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Material Fact Issued by the Purchaser, dated March 26, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on March 26, 2021).
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(a)(5)(ii)
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Presentation Issued by the Purchaser, dated March 26, 2021 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Purchaser on March 26, 2021).
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(a)(5)(iii)
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Material Fact Issued by the Purchaser, dated May 24, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on May 24, 2021).
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(a)(5)(iv)
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Letter to Shareholders of Banco Santander Mexico, S.A., dated May 26, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on May 27, 2021).
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(a)(5)(v)
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Letter to Shareholders of Banco Santander Mexico, S.A., dated May 31, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on June 2, 2021).
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(a)(5)(vi)
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Material Fact Issued by the Purchaser, dated June 8, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on June 8, 2021).
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(a)(5)(vii)
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Material Fact Issued by the issued by the Purchaser, dated
October 29, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on November 2, 2021).
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(b)
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Not applicable.
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(d)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated November 3, 2021
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BANCO SANTANDER, S.A.
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By:
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/s/ Javier Illescas
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Name:
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Javier Illescas
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Title:
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Group Executive Vice President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)(1)(i)
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U.S. Offer to Purchase, dated November 3, 2021.
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(a)(1)(ii)
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Form of Share Letter of Transmittal.
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(a)(1)(iii)
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Form of ADS Letter of Transmittal.
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(a)(1)(iv)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(v)
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Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vi)
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Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries.
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(a)(1)(vii)
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Form of Acceptance for Shares.
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(a)(1)(viii)
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Form of Withdrawal Letter.
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(a)(5)(i)
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Material Fact Issued by the Purchaser, dated March 26, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on March 26, 2021).
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(a)(5)(ii)
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Presentation Issued by the Purchaser, dated March 26, 2021 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Purchaser on March 26, 2021).
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(a)(5)(iii)
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Material Fact Issued by the Purchaser, dated May 24, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on May 24, 2021).
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(a)(5)(iv)
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Letter to Shareholders of Banco Santander Mexico, S.A., dated May 26, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on May 27, 2021).
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(a)(5)(v)
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Letter to Shareholders of Banco Santander Mexico, S.A., dated May 31, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on June 2, 2021).
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(a)(5)(vi)
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Material Fact Issued by the Purchaser, dated June 8, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on June 8, 2021).
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(a)(5)(vii)
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Material Fact Issued by the issued by the Purchaser, dated October 29, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on November 2, 2021).
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(b)
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Not applicable.
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(d)
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Not applicable.
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(g)
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Not applicable.
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