Board resolved propose a merger by absorption

RNS Number : 6713T

Banco Santander S.A.

17 December 2012

 

MATERIAL FACT

Further to the material fact announcement published this morning, Banco Santander, S.A. ("Santander") announces that today its Board of Directors has resolved to propose to Banco Español de Crédito, S.A. ("Banesto") a merger by absorption of Banesto (the absorbed company) by Santander (the absorbing company), with an exchange ratio of 0.633 shares of Santander, of 0.5 europar value each, in exchange for each share of Banesto, of 0.79 euro par value each, which represents a premium of approximately 42% on the average price of the Banesto shares during the last 6 months and of 24.9% on the closing price of Banesto shares on December 14, 2012, resulting in 3.73 euro per share of Banesto.

Santander plans to deliver treasury shares in exchange for the shares of Banesto.

This transaction is being realized as part of a commercial integration which will bring Banesto and Banif under the Santander brand.

Boadilla del Monte (Madrid), 17 December, 2012

 

END

 

 

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