Banco Santander, S.a. · BME:SAN
Banco Santander — Merger or Acquisition (April 2014)
13 slides from Banco Santander's merger presentation, Apr 29, 2014
Slide 1: Santander announces an offer to acquire the minority interests in Santander Brasil
Santander announces an offer to acquire the minority interests in Santander Brasil April 29, 2014
Slide 2: Important Information for Investors About the Proposed Transaction
IMPORTANT INFORMATION FOR INVESTORS ABOUT THE PROPOSED TRANSACTION In connection with the proposed transaction, Banco Santander, S.A. (“Santander”) will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 that will include a prospectus and offer to
Slide 3: Agenda
I. Description of the proposed transaction II. Rationale of the transaction III. Financial impacts IV. Final remarks
Slide 4: Proposed transaction
Proposed transaction Santander Group announces a voluntary offer to acquire the minority interests (approx. 25%) in Santander Brasil Santander Brasil shareholders to receive 0.70 Santander Group shares for each Santander Brasil unit / ADR, equivalent to BRL15.31 per Santander Brasil unit (1)—Implied
Slide 5: Expected timetable
Expected timetable April 2014 Announcement of the offer Shareholders’ Meeting of Santander Brasil and May—June 2014 appointment of independent expert May—August 2014 Fulfilment of regulatory requirements Santander General Shareholders’ Meeting. September 2014 Acceptance period of the offer Settlemen
Slide 6: II. Rationale of the transaction
I. Description of the proposed transaction II. Rationale of the transaction III. Financial impacts IV. Final remarks
Slide 7: Rationale: unlock long term value in Brazil
Rationale of the transaction Despite short term headwinds in Brazil, we are 1. Unlock long term optimistic about Santander Brasil’s long term value in our Brazilian prospects business Therefore, Santander is prepared to further invest in Santander Brasil and enhance long term value 2. Increase weigh
Slide 8: III. Financial impacts
I. Description of the proposed transaction II. Rationale of the transaction III. Financial impacts IV. Final remarks
Slide 9: Transaction multiples: offer implies P/E above local peer average
Transaction multiples(1): The proposed offer implies P/E multiples above the local peer average 10.5x 10.0x 8.8x 9.2x 8.8x 7.6x 8.3x 7.8x 6.9x2014 2015 2016Santander Brasil (2) Santander Brasil + 20% Peer average (3)(1) Multiples are calculated dividing market capitalization by net profit as of 28—A
Slide 10: Impacts on Santander Group
Impacts on Santander Group Net attributable 2014(4): +2% (EUR+108m) profit impact(1) 2015: +7% (EUR+504m) (based on market (2) (3) consensus ) 2016: +7% (EUR+557m) 2014(4): +0.4% EPS impact(1) (based on market 2015: +1.3% consensus(2) (3)) 2016: +1.1% No material impact on the Group CET1 ratio (+3bp
Slide 11: IV. Final remarks
I. Description of the proposed transaction II. Rationale of the transaction III. Financial impacts IV. Final remarks
Slide 12: An attractive transaction for both shareholder bases
An attractive transaction for both Santander Group and Santander Brasil shareholders Santander Brasil Santander Group shareholders: shareholders: 20% premium paid over the price at yesterday’s close(1) of BRL 12.74 21%/29% premium paid over the Fully capture long term growth average price of the pas
Slide 13: Santander a bank for your ideas
Santander a bank for your ideas 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: April 29, 2014 By: /s/ José Antonio Álvarez