Banco Santander, S.A. ("Santander Spain") has announced the commencement of its exchange offers to acquire all the issued and outstanding Series B shares (which we refer to as "Santander Mexico shares") of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México ("Santander Mexico") and American Depositary Shares (each of which represents five Series B Santander Mexico shares and which we refer to as "Santander Mexico ADSs," and together with the Santander Mexico shares, the "Santander Mexico Securities"), in each case other than any Santander Mexico Securities owned directly or indirectly by Santander Spain, in exchange for 0.337 of a Santander Spain ordinary share for each Santander Mexico share and 1.685 Santander Spain American Depositary Shares (each of which represents one Santander Spain ordinary share and which we refer to as a "Santander Spain ADS") for each Santander Mexico ADS.
The exchange offers comprise a U.S. exchange offer (the "U.S. exchange offer") and a concurrent Mexican exchange offer (the "Mexican exchange offer" and together with the U.S. exchange offer, the "exchange offers"). The U.S. exchange offer is being made pursuant to an offer to exchange/prospectus (the "offer to exchange/prospectus") filed with the United States Securities and Exchange Commission (the "SEC") on August 8, 2019, and is open to all U.S. holders of Santander Mexico shares and all holders of Santander Mexico ADSs, wherever located. The Mexican exchange offer is being made pursuant to a Mexican information statement and placement prospectus ("Mexican Prospectus") and is open to holders of Santander Mexico shares.
The exchange offers are subject to customary regulatory and other conditions set forth in the offer to exchange/prospectus and the Mexican Prospectus.
