Correspondence 0000950103-23-003699 from Banco Santander Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Santander Mexico (CIK 0001698287)
Banco Santander Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Santander Mexico (CIK 0001698287)
Date: March 3, 2023 · CIK: 0001698287 · Accession: 0000950103-23-003699
AI Filing Summary & Sentiment
Referenced dates: February 27, 2023
Letter
VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Mergers & Acquisitions Securities and Exchange Commission Financiero Santander México Schedule 14D-9 Filed February 17, 2023 File No. 005-90381
Dear Ms. Chalk and Mr. Killoy:
By letter dated February 27, 2023, the staff (the “Staff”) of the Securities and Exchange Commission provided comments to the Schedule 14D-9 filed on February 17, 2023 by Banco Santander Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero Santander Mexico (“Santander Mexico”). On behalf of Santander Mexico, we are responding to the Staff’s comments. In addition, Santander Mexico is filing via EDGAR an Amendment No. 1 to Schedule 14D-9.
Set forth below are Santander Mexico’s responses to the Staff’s comments. For convenience, we have reproduced the Staff’s comments below, followed by a response.
Item 4. The Solicitation or Recommendation, page 3
1. We note the following disclosure that the Committee “resolved that the Offers comply with the requirements established under Mexican Law, including the requirements of section 1, subsection b) and section II of Article 108 of the Mexican Securities Market Law.” Please explain the Mexican Law requirements that apply here, including the specific provisions cited and explain how the Offers comply with such requirements. In revised and expanded disclosure, describe the Committee’s analysis in reaching such conclusion, including the factors it considered and how it analyzed each.
p. 2
Response: In response to the Staff’s comment, in Amendment No. 1, Santander Mexico has revised “Item 4. The Solicitation or Recommendation” of the Schedule 14D-9 to provide the requested additional disclosure.
Thank you for your consideration of Santander Mexico’s response. If the Staff has any further questions or comments or if you require additional information, please do not hesitate to contact me at +1 212 225 2758 or jjuantorena@cgsh.com.
Very truly yours,
/s/ Jorge Juantorena
Show Raw Text
CORRESP
1
filename1.htm
March 3, 2023
VIA EDGAR TRANSMISSION
Michael Killoy/Christina Chalk
Division of Corporation Finance
Office of Mergers & Acquisitions
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Banco Santander México,
S.A., Institución de Banca Múltiple, Grupo
Financiero Santander México
Schedule 14D-9
Filed February 17, 2023
File
No. 005-90381
Dear Ms. Chalk and Mr. Killoy:
By
letter dated February 27, 2023, the staff (the “Staff”) of the Securities and Exchange Commission provided comments
to the Schedule 14D-9 filed on February 17, 2023 by Banco Santander Mexico, S.A., Institución de Banca Múltiple, Grupo
Financiero Santander Mexico (“Santander Mexico”). On behalf of Santander Mexico, we are responding to the Staff’s
comments. In addition, Santander Mexico is filing via EDGAR an Amendment No. 1 to Schedule 14D-9.
Set
forth below are Santander Mexico’s responses to the Staff’s comments. For convenience, we have reproduced the Staff’s
comments below, followed by a response.
Item
4. The Solicitation or Recommendation, page 3
1. We
note the following disclosure that the Committee “resolved that the Offers comply with
the requirements established under Mexican Law, including the requirements of section 1,
subsection b) and section II of Article 108 of the Mexican Securities Market Law.”
Please explain the Mexican Law requirements that apply here, including the specific provisions
cited and explain how the Offers comply with such requirements. In revised and expanded disclosure,
describe the Committee’s analysis in reaching such conclusion, including the factors
it considered and how it analyzed each.
p. 2
Response:
In response to the Staff’s comment, in Amendment No. 1, Santander Mexico has revised “Item 4. The Solicitation or Recommendation”
of the Schedule 14D-9 to provide the requested additional disclosure.
Thank
you for your consideration of Santander Mexico’s response. If the Staff has any further questions or comments or if you require
additional information, please do not hesitate to contact me at +1 212 225 2758 or jjuantorena@cgsh.com.
Very truly yours,
/s/ Jorge Juantorena
Jorge Juantorena
Partner
Cleary Gottlieb Steen & Hamilton LLP
cc:
Attention: Fernando Borja Mojica
Banco Santander México, S.A.,
Institución de Banca Múltiple,
Grupo Financiero Santander México
Avenida Prolongación Paseo de
la Reforma 500
Colonia Lomas de Santa Fe
Alcaldía Álvaro Obregón
01219, México City, México