Filed by Banco Santander (Brasil) S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company:
Banco Santander (Brasil) S.A. (Commission File No.: 001-34476)
IMPORTANT INFORMATION FOR INVESTORS ABOUT THE PROPOSED TRANSACTION
In connection with the proposed transaction, Banco Santander, S.A. will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 that will include a prospectus and offer to exchange. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, OFFER TO EXCHANGE AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. All such documents filed with the SEC will be available free of charge at the SEC’s website at www.sec.gov.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This document is not an offer of securities for sale into the United States, Brazil or elsewhere. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no offering of securities shall be made in Brazil except pursuant to applicable law.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995, including with respect to the implementation and effects of the proposed transaction. Forward looking statements may be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “would” or words of similar meaning and include, but are not limited to, statements about our expected future business and financial performance resulting from and following the implementation of the proposed transaction. Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect actual results, or any change in events, conditions, assumptions or other factors.
BANCO SANTANDER (BRASIL) S.A.
Publicly Held Company with Authorized Capital
CNPJ/MF nº 90.400.888/0001-42
NIRE 35.300.332.067
NOTICE TO THE MARKET
BANCO SANTANDER (BRASIL) S.A. ("Santander Brasil" or the "Company"), pursuant to paragraph 4 of Article 157 of Law No. 6.404/76 and Instruction CVM No. 358/02, as amended, as a continuation of the Notices to the Market published on April 29, 2014 and June 9, 2014, hereby discloses to the market that the valuation report, called a “laudo”, prepared by N M Rothschild & Sons (Brasil) Ltda., dated June 10, 2014, to be used for purposes of the voluntary exchange offer of shares certificates (the “Units”), common or preferred shares issued by the Company for Brazilian Depositary Receipts or American Depositary Shares representing Banco Santander, S.A. (“Santander Spain”) ordinary shares (the “Exchange Offer”), as previously detailed in the aforementioned Notice to the Market dated April 29, 2014, was duly filed on the date hereof by the Company with (i) the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM); (ii) the BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros; and (iii) the U.S. Securities and Exchange Commission - SEC, and shall be publicly available at the Company’s headquarters and in the original version in Portuguese on the Company’s website pursuant to paragraph 5th, Article 8th, of Instruction CVM No. 361/02, as amended.
Furthermore, as informed by Santander Spain to Santander Brasil, the Company informs that an application for registration of the Exchange Offer was duly filed by Santander Spain with the CVM on the date hereof, pursuant to the terms of the aforementioned Instruction CVM No. 361/02.
Santander Brasil will keep its shareholders and the market in general informed of any new material facts related to the Exchange Offer.
São Paulo, June 13, 2014.
Carlos Alberto López Galán
Investor Relations Officer
