The Board of Directors of Banco Santander S.A. announced the spin-off of Getnet Adquirência e Serviços para Meios de Pagamento S.A.
The delivery of Getnet's shares/units to Banco Santander (Brasil) S.A. shareholders would occur after granting by the Brazilian Securities Commission of Getnet's publicly-held company (Category A) registration, SEC declaring effective, under the Exchange Act, the Getnet 20-F, with no stop order in effect or pending before or threatened by the SEC with respect to the Getnet 20-F, registration of Getnet's shares/units under the United States Securities Exchange Act of 1934, listing of Getnet's shares/units in Brazil and the listing or quotation of Getnet's ADR (American Depositary Receipts) in the United States and approval of spin-off by the Brazilian Central Bank. The spin-off and the listings depend on the completion of the study, obtaining necessary approvals, including from shareholders and applicable regulators and markets. On November 16, 2020, the Board of Directors of Banco Santander (Brasil) S.A. approved initiating a study through a partial spin-off. As of February 25, 2021, members of the Fiscal Council and Board of Banco Santander approved the transaction. As of March 31, 2021, the shareholders of Banco Santander (Brasil) S.A. approved the transaction. As of July 14, 2021, the Brazilian Central Bank approved the Spin-off transaction, in accordance with CMN Resolution No. 4,122/12. As of July 14, 2021, following are still in progress: (i) the registration of Getnet as a publicly-held company (Category A) with the CVM; (ii) the listing of Getnet in the B3 S.A. - Brasil, Bolsa, Balcão; and (iii) the registration of the Getnet Units and the Getnet Shares with the U.S. Securities and Exchange Commission, under the U.S. Securities Exchange Act, and the listing of the Getnet ADSs for trading on the Nasdaq Stock Market. As of October 5, 2021, preparatory steps and required authorizations for the listing of the preferred and common shares was completed. As of October 6, 2021, The entity is expected to begin trading on the B3 stock exchange in the Brazilian city on October 18, 2021 and on the Nasdaq on October 22, 2021. Getnet Adquirência e Serviços para Meios de Pagamento S.A. will begin trading on the New York Stock Exchange on October 22, 2021. As of October 13, 2021, the transaction is expected to be completed in October 2021. Nicholas A. Kronfeld and Patrick E. Sigmon, of Davis Polk & Wardwell LLP acted as the legal advisor to Getnet Adquirência e Serviços para Meios de Pagamento S.A.