SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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BANCO SANTANDER (BRASIL) S.A.
C.N.P.J. nº 90.400.888/0001-42
Publicly-held Company with Authorized Capital
NIRE 35.300.332.067
MATERIAL FACT
BANCO SANTANDER (BRASIL) S.A. (“Santander Brasil”), pursuant to article 157, paragraph 4 of Law 6404/76 and to Ruling 358/02 ofComissão de Valores Mobiliários, hereby makes known that it was informed by its indirect controlling shareholder, Banco Santander, S.A. (“Santander Spain”), that the latter intends to launch a voluntary offer in Brazil and United States for acquisition of up to the totality of the shares of Santander Brazil that are not held by Santander Group, which represent approximately 25% of Santander Brasil’s share capital, with payment in shares of Santander Spain (“Transaction”).
The Transaction will be voluntary, and, therefore, the shareholders of Santander Brasil may choose whether or not to accept the offer, and the Transaction will not be subject to a minimum acceptance level. The shareholders of Santander Brasil that accept the offer will receive in paymentBrazilian orAmerican Depositary Receipts (BDRs or ADRs) representing shares issued by Santander Spain, thus becoming shareholders of Santander Spain. As a result of the Transaction, Santander Brasil will continue to be a listed company, although it will change from the Level 2 (Nivel 2) of Corporate Governance of BM&FBovespa to the traditional segment of BM&FBovespa.
The Transaction is subject to fulfillment of certain conditions precedents, including registration of Santander Spain as a foreign issuer beforeComissão de Valores Mobiliários (Brazilian Securities Exchange Commission), acceptance of Santander Spain’s BDRs for trading at BM&FBovespa, approval at Santander Brasil’s general shareholders’ meeting, registration of the voluntary acquisition offer at CVM, preparation of the economic valuation report of Santander Brasil, and approval at Santander Spain’s general shareholders’ meeting of the issuance of the new shares which will be delivered in payment, in addition to other relevant regulatory authorizations.
Attached to this material fact are the press release published on the date hereof by Santander Spain about the Transaction containing further information, including the proposed payment, in its original version and translation into English.
Santander Brazil will keep its shareholders and the market in general informed about any new material facts inherent to the Transaction.
São Paulo, April 29, 2014.
Carlos Alberto Lopez Galan
Investor Relations Officer
Banco Santander (Brasil) S.A.
Banco Santander (Brasil) S.A. | ||
| By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
| By: | /S/ Carlos Alberto Lopéz Galán | |
Carlos Alberto Lopéz Galán Vice - President Executive Officer | ||