Santander Holdings USA Extends Tender Offer For Santander Consumer USA Shares It Does Not Own

(RTTNews) - Santander Holdings USA, Inc., a wholly-owned subsidiary of Banco Santander, S.A. (SAN), announced Friday that it 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. (SC) not already owned by it for $41.50 per share.

Under the terms of the merger agreement entered into on August 23, 2021, the Tender Offer will be followed by a second-step merger, in which the Purchaser will be merged with and into Santander Consumer, with Santander Consumer surviving as a wholly owned subsidiary of Santander Holdings. All outstanding shares of common stock of Santander Consumer not tendered in the Tender Offer will be converted into the right to receive the Offer Price in cash.

The Tender Offer commenced on September 7, 2021 and as previously extended was scheduled to expire at 5:00 p.m., New York City Time, on December 2, 2021. As a result of this extension, the Tender Offer is now scheduled to expire at 5:00 p.m., New York City Time, on December 9, 2021.

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 Santander Consumer, acting on the unanimous recommendation of the Special Committee, has unanimously determined to recommend the Tender Offer to Santander Consumer's shareholders. The board of directors of Santander Holdings has unanimously approved the Transaction.