Banco Santander, S.a. · BME:SAN
Banco Santander — Merger or Acquisition (March 2021)
15 slides from Banco Santander's merger presentation, Mar 26, 2021
Slide 1: Announcement to acquire minority interests in Santander Mexico
Secret Announcement to acquire minority interests in Santander Mexico March 26, 2021
Slide 2: Disclaimer
2 Secret Disclaimer This communication contains “forward - looking statements” as per the meaning of the US Private Securities Litigation Reform Act of 1995 . These statements may be identified by words like expect, project, anticipate, should, intend, probability, risk, target, goal, objective, est
Slide 3: Agenda: Proposed transaction
3 Secret Rationale for the transaction 2 Key takeaways 3 Agenda Proposed transaction 1
Slide 4: Proposed transaction
4 Secret 1) At the current exchange rate of 20.7USD/MXN , this is approximately $5.80/ADS. 2) Source: Bloomberg, Morgan Stanley, Bank of America and UBS Proposed transaction ▪ Offer by Santander Group to acquire the remaining minority interests (approx. 8.3%) in Santander Mexico with the intention t
Slide 5: Steps needed to complete transaction
5 Secret Steps needed to complete transaction March 26, 2021 Transaction Announcement Commencement of Offer Offer Period Expires Approval by securities regulators in Mexico Offer Settlement/Delisting Filing with regulators E GM of Santander Mexico 2Q / 3Q, 2021
Slide 6: Agenda: Rationale for the transaction
6 Secret Rationale for the transaction 2 Key takeaways 3 Agenda Proposed transaction 1
Slide 7: Rationale for the transaction
7 Secret Rationale for the transaction Transaction is consistent with Santander Group strategy to deploy more capital in the Americas Increasing ownership in a leading bank in Mexico that is a key component of Santander’s growth story Mexico is a core market with attractive long term fundamentals At
Slide 8: Higher exposure to the Americas as a lever to increase profitability
8 Secret Higher exposure to the Americas as a lever to increase profitability A Building the leading European bank in customer experience and profitability, leveraging our scale & digital capabilities Accelerating growth with sustainable profitability A region with structural growth and high and inc
Slide 9: Mexico is a core market with attractive fundamentals
9 Secret Source: International Monetary Fund ( DataBase October 2020), International Financial Statistics and data files, and World Bank and OECD GDP estimates. 1) Based on financing provided by the banks to the non - financial private sector. Source: Bank of Mexico . 2) Bloomberg consensus estimate
Slide 10: Increasing ownership in a leading bank in Mexico
10 Secret Increasing ownership in a leading bank in Mexico that is a key to Santander growth story C Source: Q4’2020 Company financials and CNBV data. Increasing ownership in a leading bank in Mexico that is a key component of Santander’s growth story (Figures in %) (MXN bn ) Total Gross Loans 2020
Slide 11: Mexico contribution within group becoming more in line to its GDP weight
11 Secret Mexico contribution within group becoming more in line to its GDP weight C Source: Santander 2019 results and OECD data. Note: Mexico pre - deal assuming 92% ownership throughout full year. 50% 59% 40% 29% 10% 13% 2019 Net Profit GDP Mexico Other Emerging Mature Markets 49% 59% 40% 29% 11%
Slide 12: Attractive both to Santander Group and Santander Mexico shareholders
12 Secret Attractive both to Santander Group and Santander Mexico shareholders D Santander Group Shareholders Santander Mexico Shareholders Improve overall group growth and profitability profile by increasing weight of Mexico in overall earnings mix c. - 8bps +0.8% 2023 EPS impact (1) 14% 2023 ROIC
Slide 13: Agenda: Key takeaways
13 Secret Rationale for the transaction 2 Key takeaways 3 Agenda Proposed transaction 1
Slide 14: Key takeaways
14 Secret Key takeaways Expected Timetable Proposed Transaction Rationale of the Transaction ▪ Consistent with Santander Group’s target to deploy more capital in the Americas, in one of the most attractive markets with strong fundamentals ▪ Transaction will allow Santander Group to increase ownershi
Slide 15: Thank you
T hank you 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. Banco Santander, S.A. Date: March 26, 2021 By: /s/ Javier Illescas Name: Javier Illescas Titl