425 1 dp50645_425.htm FORM 425
 
Filed by Banco Santander, S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company:
Banco Santander (Brasil) S.A. (Commission File No.: 333-196887)
 
 

 
NOTICE TO THE MARKET
 
Voluntary Public Exchange Offer Confirmed
 
Banco Santander, S.A. (“Santander Spain”) and Banco Santander (Brasil) S.A. (“Santander Brazil”) on the date hereof disclosed to the market in Brazil, as required by the Public Notice (Edital) of the Voluntary Public Offer of Exchange in Brazil for the exchange of shares and units of Santander Brasil for Brazilian Depositary Receipts, representing ordinary shares of Santander Spain, that all conditions set out in the Edital have been satisfied. 
 
The Auction on the BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros was conducted at 1 p.m. (São Paulo time) on the date hereof.
 
São Paulo, October 30, 2014
 
Jesús Maria Zabalza Lotina
Legal Representative in Brazil
Banco Santander, S.A.
Angel Santodomingo
Investor Relations Officer
Banco Santander (Brasil) S.A.

IMPORTANT INFORMATION FOR INVESTORS ABOUT THE U.S. EXCHANGE OFFER
 
In connection with the exchange offer in the United States, Banco Santander, S.A. has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 that contains an offer to exchange/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, OFFER TO EXCHANGE/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE EXCHANGE OFFER AS THEY CONTAIN IMPORTANT INFORMATION. All such documents filed with the SEC are available free of charge at the SEC’s website at www.sec.gov. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This document is not an offer of securities for sale into the United States, Brazil or elsewhere. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no offering of securities shall be made in Brazil except pursuant to applicable law.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Santander resulting from and following the implementation of the transaction described herein. These statements are based on management’s current expectations and are inherently subject to uncertainties and changes in circumstance. Santander does not undertake any obligations to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.