Santander Extends Tender Offer Expiration Date

By Staff Writer October 20, 2021

Santander Holdings USA has extended the expiration date of its previously announced tender offer to acquire all outstanding shares of common stock of Santander Consumer USA Holdings Inc., not already owned by SHUSA, for $41.50 per share.

Under the terms of the merger agreement entered into on Aug. 23 by and among SHUSA, SC and Max Merger Sub, a wholly owned subsidiary of SHUSA, the Tender Offer will be followed by a second-step merger, in which the Purchaser will be merged with and into SC, with SC surviving as a wholly owned subsidiary of SHUSA, and all outstanding shares of common stock of SC not tendered in the tender offer will be converted into the right to receive the offer price in cash.

The tender offer commenced on Sept. 7 and as previously extended was scheduled to expire at 5 p.m., New York City Time, on Oct. 19. As a result of this extension, the Tender Offer is now scheduled to expire at 5 p.m., New York City Time, on Nov.2.

The transaction is subject to customary closing conditions, including regulatory approval by the Board of Governors of the Federal Reserve System. The transaction is not subject to shareholder approval and is currently expected to close in the fourth quarter of 2021 upon receipt of regulatory approval.

The board of directors of SC formed a special committee consisting of the independent and disinterested directors of SC to negotiate and evaluate a potential transaction with SHUSA. The board of directors of SC, acting on the unanimous recommendation of the Special Committee, has unanimously determined to recommend the tender offer to SC’s shareholders (other than SHUSA). The board of directors of SHUSA has unanimously approved the Transaction.

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Last modified on Wednesday, 27 October 2021 19:16