BNC Banco Santander S.a.

TIDMBNC

RNS Number : 2375B

Banco Santander S.A.

08 June 2021

Banco Santander, S.A., in compliance with the Spanish and Mexican market legislation and U.S. securities laws, hereby communicates:

OTHER MATERIAL INFORMATION

Banco Santander, S.A. ("Banco Santander") supplements its 26 March 2021 and 24 May 2021 announcements 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 (the "Tender Offer").

Banco Santander announces that, in order to provide a liquidity opportunity to those investors who would prefer to exit their positions in the short term at the offered price, it intends to launch the Tender Offer as a voluntary tender offer as provided under article 97 of the Mexican Securities Market Law (Ley del Mercado de Valores) instead of a mandatory delisting tender offer as previously announced. Therefore, the Tender Offer will no longer be a delisting offer and thus will not be subject to the approval of at least a 95% of the total outstanding shares of Santander Mexico.

All the other terms of Banco Santander's announcement concerning the Tender Offer will remain unchanged, including 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. Launching of the offer and the offer itself, as announced, remains subject to customary conditions for this type of transaction. In this regard, Banco Santander expects to obtain the relevant regulatory approvals on the Tender Offer documentation no later than 31 July 2021.

Boadilla del Monte (Madrid), 8 June 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 TENDER 
  OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION 
  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 TENDER OFFER 
  AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER 
  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. 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FURUPUCUQUPGPUR

(END) Dow Jones Newswires

June 09, 2021 02:00 ET (06:00 GMT)

Banco Santander (LSE:BNC)
Historical Stock Chart
From Mar 2024 to Apr 2024

Banco Santander (LSE:BNC)
Historical Stock Chart
From Apr 2023 to Apr 2024