Filed by
Banco Santander, S.A.
This
communication is filed pursuant to Rule 425 under the Securities Act of
1933, as amended.
Subject
Company:
Santander
Finance Preferred, S.A. Unipersonal (Commission File No.:
001-32301)
Date:
September 8, 2009
On
September 8, 2009, Santander Finance Preferred, S.A. Unipersonal issued the
following statement:
STATEMENT
BY SANTANDER FINANCE PREFERRED, S.A.
UNIPERSONAL
WITH RESPECT TO EXCHANGE OFFER BY
BANCO
SANTANDER, S.A.
September
8, 2009
The Board
of Directors of Santander Finance Preferred, S.A. Unipersonal (“SFP”) has elected to express
no opinion and remain neutral toward Banco Santander, S.A.’s offer to exchange,
subject to the terms and conditions set forth in the Prospectus dated August 25,
2009, up to 45,048,000 10.5% Non-Cumulative Guaranteed Series 10 Preferred
Securities (par value $25 per security) fully and unconditionally guaranteed by
Banco Santander, S.A. to be issued by SFP (the “New Securities”), plus a cash
payment (including accrued but unpaid distributions, plus a cash exchange
incentive payment up to an aggregate amount of $197.3 million, plus cash amounts
in lieu of any fractional New Securities) for any and all of: (1) SFP 6.410%
Non-Cumulative Guaranteed Series 1 Preferred Securities (liquidation preference
$25 per security) fully and unconditionally guaranteed by Banco Santander, S.A.
and issued on March 8, 2004 (CUSIP No. 80281R300 and ISIN US80281R3003); (2) SFP
6.800% Non-Cumulative Guaranteed Series 4 Preferred Securities (liquidation
preference $25 per security) fully and unconditionally guaranteed by Banco
Santander, S.A. and issued on November 21, 2006 (CUSIP No. 80281R706 and ISIN
US80281R7061); (3) SFP 6.500% Non-Cumulative Guaranteed Series 5 Preferred
Securities (liquidation preference $25 per security) fully and unconditionally
guaranteed by Banco Santander, S.A. and issued on January 31, 2007 (CUSIP No.
80281R805 and ISIN US80281R8051); and (4) SFP Floating Rate (U.S.
dollar three-month LIBOR plus 0.52%) Non-Cumulative Guaranteed Series 6
Preferred Securities (liquidation preference $25 per security) fully and
unconditionally guaranteed by Banco Santander, S.A. and issued on March 5, 2007
(CUSIP No. 80281R888 and ISIN US80281R8887). The existing securities
of SFP for which Banco Santander, S.A. is making an exchange offer are referred
to below as the “Existing
Securities.”
The Board
of Directors of SFP believes that each holder of Existing Securities should make
its own decision as to whether to tender its Existing Securities in the exchange
offer. The Board of Directors of SFP believes that the determination whether to
tender is a financial decision to be made by each holder of Existing Securities,
in consultation with the holder’s financial advisor, based on the terms of the
exchange offer being made by Banco Santander, S.A. For these reasons,
the Board of Directors of SFP believes that it is not appropriate for it to make
a recommendation to holders regarding the tender of their Existing Securities in
the exchange offer and expresses no opinion as to the course of action that
holders should take.
This
statement is being made by SFP pursuant to Rule 14e-2 under the U.S. Securities
Exchange Act of 1934.
This
statement shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
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