Davis Polk advised Banco Santander, S.A. on its concurrent exchange offers in the United States and Mexico to acquire all of the equity of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México that it did not already own, which represented approximately 25% of Santander Mexico’s share capital, in exchange for equity of Banco Santander to be issued in the form of American Depositary Shares or ordinary shares in the U.S. offer, and ordinary shares in the Mexican offer.

Approximately 95,010,157 Santander Mexico ADSs and 657,117,286 Santander Mexico shares, representing in the aggregate approximately 17% of Santander Mexico’s share capital, were tendered in the offers. As a result, Banco Santander’s shareholding in Santander Mexico has increased to 91.65% of its share capital.

At the close of the latest fiscal year, Banco Santander was the largest bank in the Eurozone and one of the leading banks in the world in terms of market capitalization. Santander Mexico is a subsidiary of Banco Santander in Mexico and one of the country’s leading financial institutions.

The Davis Polk corporate team included partners Nicholas A. Kronfeld and Marc O. Williams, counsel Alain Kuyumjian and associate David D. Kim. Partner Michael Farber and associate Tomislava Dragicevic provided tax advice. All members of the Davis Polk team are based in the New York office.

Banco Santander’s in-house legal team included Francisco Javier Illescas Fernández-Bermejo, Group Executive Vice President of Corporate Legal, and Pilar Salinas Rincón, Corporate Legal Counsel.