Response of the Office of Mergers and Acquisition
Division of Corporation Finance

February 6, 2023

Via Email

Michael J. Willisch
Davis Polk & Wardwell LLP
michael.willisch@davispolk.com    

Re:    Tender Offer by Banco Santander, S.A. for Banco Santander México, S.A. Request for Exemptive Relief from Exchange Act Rules 14d-10(a)(1), Rule 14d-11(d), Rule 14d-11(e) and Rule 14e-5

Dear Mr. Willisch:

We are responding to your letter dated February 3, 2023, addressed to Ted Yu, Christina Chalk, and Michael Killoy.  To avoid having to recite or summarize the facts set forth in your letter, we attach copies of your correspondence and the accompanying letter from Mexican counsel.  Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter dated February 3, 2023.

Based on the facts and representations in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14d-10(a)(1), Rule 14d-11(d), Rule 14d-11(e) and Rule 14e-5.  

The exemptive relief granted is based on the representations made to the Division in your request.  Any different facts or conditions may require the Division to reach a different conclusion.  Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.