Banco Santander SA Announces Approval Of Common Draft Terms of Merger With Banco Español de Crédito, S.A.

Thursday, 10 Jan 2013 02:00am EST 

Banco Santander SA announced that the Board of Directors of the Company and Banco Español de Crédito, S.A. (Banesto), respectively, prepare and sign these common draft terms of merger (proyecto común de fusion) (hereinafter, the Draft Terms of Merger or the Draft Terms). The integration of Banco Banif, S.A. (Banif) in Santander will be executed in a separate operation. The merger shall be accomplished by means of the acquisition of Banesto (absorbed company) by Santander (absorbing company), with the termination by means of dissolution without liquidation of the former and the en bloc transfer of all of its assets and liabilities to the latter, which shall acquire by universal succession all of the rights and obligations of Banesto (hereinafter, the Merger). The shareholders of Banesto other than Santander shall receive shares of Santander in exchange as a result of the Merger. The exchange ratio for the shares of Santander and Banesto, which has been determined based on the fair value of their corporate assets, shall be 0.633 shares of Santander, each with a nominal value of EUR0.5, for each share of Banesto, each with a nominal value of EUR0.79, without provision for any supplemental cash remuneration. Banco Español de Crédito, S.A. is a Spanish credit institution with a registered office at avenida Gran Vía de Hortaleza número 3, 28033 (Madrid). 

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