-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nr6fGctrO8T/bBroqu7T3t+wGIWV5fqbX5ZYUsdv7qqyrYyG/QTMttS44xZvLX1k ivJsH42n0Na77hDGi774Lg== 0000950103-09-003238.txt : 20091214 0000950103-09-003238.hdr.sgml : 20091214 20091214085454 ACCESSION NUMBER: 0000950103-09-003238 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091214 DATE AS OF CHANGE: 20091214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTANDER BANCORP CENTRAL INDEX KEY: 0001099958 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 660573723 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-85127 FILM NUMBER: 091237725 BUSINESS ADDRESS: STREET 1: 207 PONCE DE LEON AVE CITY: SAN JUAN STATE: PR ZIP: 00917 BUSINESS PHONE: 7877597070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Banco Santander, S.A. CENTRAL INDEX KEY: 0000891478 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 132617929 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124505098 MAIL ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER SA DATE OF NAME CHANGE: 20070925 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER CENTRAL HISPANO SA DATE OF NAME CHANGE: 19990512 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER S A DATE OF NAME CHANGE: 19931201 SC TO-C 1 dp15864_sctoc.htm FORM SC TO-C
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
 
SANTANDER BANCORP
(Name of Subject Company (Issuer))
 
ADMINISTRACION DE BANCOS LATINOAMERICANOS SANTANDER, S.L.
(Offeror)
 
an indirect wholly owned subsidiary of
BANCO SANTANDER, S.A.
(Parent of Offeror)
 
(Names of Filing Persons (identifying status as offeror, issuer and other person))
 
Common Stock, Par Value $2.50 Per Share
(Title of Class of Securities)
 
802809103
(Cusip Number of Class of Securities)
 
 
Juan Andrés Yanes
Banco Santander, S.A.
45 East 54th Street
New York, New York 10022
(212) 350-3481
  
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Nicholas A. Kronfeld
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Telecopy: (212) 450-3800
  
Javier D. Ferrer
Manuel Rodríguez Boissén
Pietrantoni Mendez & Alvarez LLP
Popular Center 19th Floor
209 Muñoz Rivera Avenue
San Juan, PR 00918
(787) 274-1212
Telecopy:  (787) 274-1470

x
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
o
third-party tender offer subject to Rule 14d-1
x
issuer tender offer subject to Rule 13e-4
x
going-private transaction subject to Rule 13e-3
o
amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer.


December 14, 2009
 
Banco Santander S.A. intends to commence tender offer to acquire all shares of Santander BanCorp for US$12.25 per share in cash
 
Banco Santander S.A. (Banco Santander) announced today that it intends to commence a cash tender offer through its wholly-owned subsidiary, Administración de Bancos Latinoamericanos Santander, S.L., for all outstanding publicly-held shares of common stock of Santander BanCorp (NYSE: SBP; LATIBEX: XSBP) at US$12.25 per share. Banco Santander, which currently owns 90.6% of the Santander BanCorp outstanding shares, expects to commence the tender offer within approximately one month.
 
In determining whether to acquire the outstanding publicly-held shares of common stock of Santander BanCorp, we considered the following factors to be the principal benefits of taking Santander BanCorp private:
 
·  
the decrease in costs, particularly those associated with being a public company (for example, as a privately-held entity, Santander BanCorp would no longer be required to file quarterly, annual or other periodic reports with the U.S. Securities and Exchange Commission, publish and distribute to its stockholders’ annual reports and proxy statements or comply with Section 404 of the Sarbanes-Oxley Act of 2002), that we anticipate could result in savings of approximately $2.0 million per year, including audit, legal and other fees;
 
·  
the elimination of burdens on Santander BanCorp’s management associated with public reporting and other tasks resulting from the Santander BanCorp’s public company status, including, for example, the dedication of time by, and resources of, Santander BanCorp’s management to stockholder inquiries and investor and public relations; and
 
·  
the public market offers very little liquidity for investors, as average daily trading volume was only 1.10% of the public float and average weekly trading volume was only 5.23% of the public float, in each case in first three quarters of 2009.
 
As soon as reasonably practicable after the consummation of the offer we intend to consummate a short-form merger with Santander BanCorp in which all remaining public stockholders will receive the same price per share as was paid in the offer, without interest.  If you choose not to tender your shares in this offer, your shares will be cancelled pursuant to the short-form merger in consideration for the same price per share as offered in the offer, but as required by Puerto Rico law we will withhold Puerto Rico income tax on payments to (i) U.S. citizens not resident in Puerto Rico at a rate of 10%; (ii) other individuals not resident in Puerto Rico and foreign corporations and entities not engaged in a Puerto Rico trade or business at a rate of 25%; and (iii) stockholders who hold their shares through a broker, dealer, commercial bank, trust company or other nominee at a rate of 25%.  We are conducting the tender offer prior to the short-form merger instead of proceeding directly to the short-form merger in order to allow stockholders not resident in Puerto Rico the opportunity to receive the consideration without Puerto Rico income tax withholding.
 
Puerto Rico resident stockholders who are the beneficial owners of shares and do not participate in the offer must become the holders of record of their shares in order to avoid the Puerto Rico income tax withholding in the short-form merger.  No Puerto Rico income tax withholding will be made to stockholders that tender their shares in the offer irrespective of their status as non-residents of Puerto Rico and irrespective of the manner in which their shares are held.
 
There will be no conditions to the offer or the financing of the offer.  Banco Santander plans to finance the transaction using its own funds.
 
 
The commencement and completion of the tender offer does not require any approval by the board of directors of Santander BanCorp and Banco Santander has not asked the board of directors of Santander BanCorp to approve the tender offer. The complete terms, conditions and other details of the tender offer will be contained in materials filed with the U.S. Securities and Exchange Commission when the offer commences.
 
Sandler O’Neill & Partners, L.P. is acting as financial advisor to Banco Santander and Davis Polk & Wardwell LLP and Pietrantoni Mendez & Alvarez LLP are acting as legal counsel in connection with the tender offer.
 
 
ADDITIONAL INFORMATION AND WHERE TO FIND IT
 
THE TENDER OFFER DESCRIBED IN THIS PRESS RELEASE HAS NOT YET COMMENCED, AND THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SANTANDER BANCORP COMMON STOCK. THE SOLICITATION AND OFFER TO BUY SANTANDER BANCORP’S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER TO PURCHASE AND RELATED MATERIALS WILL BE FILED BY BANCO SANTANDER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC), AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY BANCO SANTANDER WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE OFFER TO PURCHASE AND RELATED MATERIALS MAY ALSO BE OBTAINED (WHEN AVAILABLE) FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER.
 

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