TIDMBNC
RNS Number : 6561Z
Banco Santander S.A.
25 May 2021
Banco Santander, S.A. ("Banco Santander"), in compliance with
the Securities Market legislation, hereby announces:
OTHER RELEVANT INFORMATION
Banco Santander supplements its 26 March 2021 announcement of
its intention to launch a cash offer to acquire all of the shares
of Banco Santander México, S.A., Institución de Banca Múltiple,
Grupo Financiero Santander México ("Santander Mexico") not already
held by the Santander group, representing approximately 8.3% of
Santander Mexico's share capital.
Banco Santander originally announced its intention to launch
such tender offer for a price of 24 Mexican pesos for every share
of Santander Mexico and 120 Mexican pesos for every ADS of
Santander Mexico[1] or, if higher, the book value per share of
Santander Mexico (and its equivalent for every ADS) as per the
financial statements of Santander Mexico for the quarter
immediately preceding the date on which the offer is launched, in
each case less the amount of any dividend paid before the offer was
settled.
Banco Santander announces that it has determined to, if the
tender offer is launched, maintain the price of MXN$24.00 per
Santander Mexico share and the U.S. Dollar equivalent of MXN$120.00
per ADS, tendered in the offer, despite the payment of a dividend
amounting to MXN$0.45 per share (MXN$2.25 per American Depositary
Share) to be voted on by Santander Mexico's shareholders' meeting
to be held on June 9, 2021. Consequently, Santander Mexico
shareholders will be entitled to receive such dividend of MXN $0.45
per share and the U.S. Dollar equivalent of MXN$2.25 per ADS and,
should they tender their shares upon Banco Santander's final
launching of the cash offer, also the total amount of MXN$24.00 per
share of Santander Mexico and 120 Mexican pesos for every ADS of
Santander Mexico or, if higher, the book value per share of
Santander Mexico (and its equivalent for every ADS).
All the other terms of the announcement concerning Banco
Santander's intention to make an offer remain unchanged, including
the intention of Banco Santander to seek cancellation of the
registration of Santander Mexico's shares before the National
Securities Registry of the Mexican National Banking and Securities
Commission and, when permitted, before the U.S. Securities and
Exchange Commission, as well as the delisting of the Santander
Mexico shares from the Mexican Stock Exchange and the New York
Stock Exchange following settlement of the offer. Launching of the
offer and the offer itself, as announced, remains subject to
customary conditions for this type of transactions.
Boadilla del Monte (Madrid), 24 May 2021
IMPORTANT INFORMATION FOR INVESTORS ABOUT THE PROPOSED
TRANSACTION
The tender offer described in this communication has 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, 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
intends to mail these documents to Santander Mexico shareholders.
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 OFFER AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TER OFFER.
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 offer.
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
expectations. Risks and uncertainties include, among other things,
risks related to the tender offer, including uncertainties as to
how many of Santander Mexico shareholders will tender their shares
in the tender offer; 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 capital markets; inflation or deflation;
changes in demographics, consumer spending, investment or saving
habits; and the effects of the covid-19 pandemic on 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 crisis; 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 spread shifts or downgrades 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 (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. 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.
[1] Each ADS of Santander Mexico represents 5 shares of
Santander Mexico.
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