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.
Authorized Public Company
Taxpayer’s ID (“CNPJ”): 90.400.888/0001-42
Company Registry (“NIRE”): 35.3.00332067
MATERIAL FACT
BANCO SANTANDER (BRASIL) S.A. (B3: SANB11) (“Santander Brasil”), in attention to fourth paragraph of Article 157 of Law No. 6,404/76 and Normative Instruction No. 358/02 issued by the Securities Commission of Brazil (Comissão de Valores Mobiliários – CVM), as amended, hereby announces that, observed the formalities for transactions with related parties, the Board of Directors approved the main terms and conditions for acquisition of the shares representing the totality of the capital stock of Isban Brasil S.A. and Produban Serviços de Informática S.A. (“Technology Companies”), companies indirectly controlled by Banco Santander, S.A. (Santander Spain).
The Technology Companies are the main providers of technical support and maintenance services related to software and hardware of Santander Brasil.
The transaction shall permit Santander Brasil to directly control local technology services and, upon that, to increase proximity with its business, adoption of time-to-market solutions, flexibility, quality and efficiency, aligned with the operational excellence model.
In this sense, Santander Brasil concluded, on the date hereof, the purchase of the totality of shares issued by Isban Brasil S.A., through payment of the approximate spot price of BRL 61 million.
Moreover, hereby informs that acquisition of shares representing 100% of the capital stock of Produban Brasil Serviços de Informática S.A. will be subjected to execution of definitive documents and accomplishment of certain conditions precedent, being that such transaction will involve the payment by Santander Brasil of approximately BRL 41 million to current controlling shareholder.
Santander Brasil shall maintain its shareholders and the market informed regarding new facts related to this transaction.
São Paulo, February 19th, 2018.
Angel Santodomingo Martell
Investor Relations Officer
Banco Santander (Brasil) S.A. | ||
By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
By: | /S/ Angel Santodomingo Martell | |
Angel Santodomingo Martell Vice - President Executive Officer |