Banco Santander, S.A. (“Banco Santander”),
following its announcement dated October 21, 2022, announces that the Tender Offers (as defined below) commenced today, February 7, 2023.
Banco Santander is making 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”), 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. Following the Tender Offers, Banco Santander intends to (a) 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 (“BMV”), and (b) 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 (the “SEC”)
(items (a) and (b), collectively, the “Delisting”). The U.S. Offer is subject to the terms and conditions set forth
in the U.S. Offer to Purchase filed with the SEC today and the Mexican Offer is subject to the terms and conditions set forth in the informative
memorandum (folleto informativo).
The offer price to shareholders tendering
their Series B Shares will be MX$24.52 in cash per Series B Share (and the U.S. dollar equivalent of MX$122.6 in cash per ADS), which
corresponds to the book value of each Series B Share in accordance with Santander Mexico’s quarterly report for the fourth quarter
of 2022, which was filed with the CNBV and the BMV on February 2, 2023 and is the last quarterly report filed by Santander Mexico with
the CNBV and the BMV prior to the launch of the Tender Offers (the “Offer Price”).
In addition, Banco Santander announces
that the Delisting has been approved by Santander Mexico’s extraordinary shareholders meeting held on November 30, 2022, at which
98.34% of Santander Mexico’s shares outstanding were represented, and which resolutions were approved with the affirmative vote
of 98.31% of the Santander Mexico’s shares represented at such meeting.
Considering the foregoing, the Tender
Offer in Mexico will be a delisting tender offer according to article 108 of the Mexican Securities Market Law.
Consummation of the Offers is subject
to certain conditions, including the absence of any material adverse change in the financial condition, results of operations or prospects
of Santander Mexico.
As
further described in the U.S. Offer to Purchase filed with the SEC today, with respect to the U.S. Offer, and in the Mexican informative
memorandum (folleto informativo) with respect to the Mexican Offer, the Tender Offers are expected to remain open from today, February
7, 2023, until March 8, 2023, unless extended. Notwithstanding the foregoing, the Offers period may be extended on one or more occasions
at the discretion of Banco Santander in accordance with the terms of the Tender Offers.
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 is
not expected to be material.
Boadilla del Monte (Madrid), February
7, 2023
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