Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA
MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO
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By: |
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/s/ Hector Chávez Lopez |
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Name: |
Hector Chávez Lopez |
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Title: |
Executive Director of Investor Relations |
Date: February 7, 2023
Item 1
BANCO SANTANDER MÉXICO ANNOUNCES
THAT ITS PARENT COMPANY, BANCO SANTANDER, S.A., ISSUED A MATERIAL FACT ANNOUNCEMENT IN CONNECTION WITH THE TENDER OFFER
Mexico City, Mexico, February 07, 2023 –
Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (BMV: BSMX;
NYSE: BSMX) (“Banco Santander México” or the “Bank”) one of the leading banking institutions in Mexico,
announced to the investing public that Banco Santander, S.A. (“Banco Santander Spain”), majority shareholder of Grupo Financiero
Santander México, S.A. de C.V., the controlling shareholder of the Company, issued a material fact announcement (hecho relevante
or nota de prensa) in connection with the tender offer for the Series B and American Depositary Shares (ADSs) of Banco Santander
México not already held by Banco Santander Spain, as attached hereto.
This material fact does not constitute an offer
or a request for a securities issuance or acquisition offer, and no securities offer, request or sale shall be conducted in any State
or jurisdiction in which such an offer, request or sale is illegal prior to its registration or qualification pursuant to such State’s
or jurisdiction’s applicable law.
ABOUT BANCO SANTANDER MÉXICO
(NYSE: BSMX; BMV: BSMX)
Banco Santander México, S.A., Institución
de Banca Múltiple, Grupo Financiero Santander México (Banco Santander México), one of Mexico’s leading banking
institutions, provides a wide range of financial and related services, including retail and commercial banking, financial advisory and
other related investment activities. Banco Santander México offers a multichannel financial services platform focused on mid- to
high-income individuals and small- to medium-sized enterprises, while also providing integrated financial services to larger multinational
companies in Mexico. As of December 31, 2022, Banco Santander México had total assets of Ps.1,844 billion and more than 21.3 million
customers. Headquartered in Mexico City, the Company operates 1,345 branches and offices nationwide and has a total of 25,990 employees.
Investor Relations Contacts
Héctor Chávez López – Managing Director -
IRO
+ 52 (55) 5269-1925
hchavez@santander.com.mx
Investor Relations Team
investor@santander.com.mx
Material Fact
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Banco Santander México
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Banco Santander,
S.A., in compliance with the Spanish, Mexican and U.S. securities legislation, hereby communicates the following:
OTHER
RELEVANT INFORMATION
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
IMPORTANT INFORMATION FOR INVESTORS ABOUT THE PROPOSED TRANSACTION
INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE TENDER OFFER STATEMENT, U.S. OFFER TO PURCHASE, THE TRANSACTION STATEMENT ON SCHEDULE 13E-3, SOLICITATION /RECOMMENDATION
STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND THE CNBV REGARDING THE TENDER OFFERS CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE TENDER OFFERS AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFERS.
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 and through the CNBV´s website at www.cnbv.gob.mx.
The U.S. offer to purchase and related materials may also be obtained for free by contacting the information agent for the Tender Offers.
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.
Forward-Looking Statements
This communication contains forward-looking statements which reflect management’s current views
and estimates regarding the abilities of the parties to complete the Tender Offers and the expected timing of completion of the Tender
Offers, among other matters. All statements other than statements of historical fact are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief or current expectation of the parties and members of their senior management
team. Forward-looking statements include, without limitation, statements regarding the Tender Offers and related matters; prospective
performance and opportunities; post-closing operations; the outlook for the business; filings and approvals relating to the Tender Offers;
the expected timing of the completion of the Tender Offers; the ability to complete the Tender Offers considering the various conditions;
and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward- looking statements.
A number of risks,
uncertainties and other important factors may cause actual developments and results to differ materially from Banco
Santander’s or Santander Mexico’s expectations. Risks and uncertainties include, among other things, risks related to
the Tender Offers, including uncertainties as to the timing of the Tender Offer; the possibility of business disruptions due to
transaction-related uncertainty; uncertainties as to the availability of certain statutory relief under the U.S. securities
laws; how many of Santander Mexico shareholders will tender their shares in the Tender Offers; 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 the capital markets, inflation or deflation, changes in demographics, consumer spending,
investment or saving habits, and the effects of the war in Ukraine or the COVID-19 pandemic in 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 crises; 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 spreads shifts or downgrade 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 subsequent 6-Ks filed with, or furnished to, the SEC 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 and subsequent 6-Ks filed with, or furnished to, the SEC. 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 set forth in the Tender Offer Statement on Schedule
TO, the Transaction Statement on Schedule 13E-3, the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents
related to the Tender Offers filed with the SEC by Banco Santander and/or Santander Mexico from time to time. All forward-looking
statements are based on information currently available and the parties assume no obligation and disclaim any intent to update any
such forward-looking statements.
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.