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)
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Juan Andr
és
Yanes
Banco Santander,
S.A.
45 East 54
th
Street
New York
,
New York
10022
(212)
350-3481
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing
Persons)
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Copies
to:
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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
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x
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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o
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third-party
tender offer subject to Rule 14d-1
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x
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issuer
tender offer subject to Rule 13e-4
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x
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going-private
transaction subject to Rule 13e-3
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o
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amendment
to Schedule 13D under Rule 13d-2
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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:
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·
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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;
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·
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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
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·
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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.
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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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