Santander Holdings USA Proposal to Acquire Shares it Does not Own of Santander Consumer USA Holdings Inc. for $39.00 per Share

BOSTON–(BUSINESS WIRE)–Santander Holdings USA, Inc. today announced that it submitted a proposal to Santander Consumer USA Holdings Inc. yesterday to acquire all outstanding shares of common stock of SC not already owned by SHUSA for $39.00 per share in cash. The proposal represents a 7.4% premium to Wednesday’s closing price of $36.32 and a 30.4% premium to SC’s average share price since January 1, 2021. SHUSA currently owns approximately 80% of SC’s outstanding shares of common stock and, if the transaction is completed, SC would become a wholly-owned subsidiary of SHUSA.

Additional information regarding SHUSA’s proposal is included in a letter that SHUSA delivered to SC, which is attached to this press release.

There can be no assurance that the proposal will lead to a transaction or as to any of the terms or conditions of such transaction.

J.P. Morgan Securities LLC is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to SHUSA.

Santander Holdings USA, Inc. (SHUSA) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (Santander), a global banking group with 149 million customers in the U.S., Europe and Latin America. As the intermediate holding company for Santander’s U.S. businesses, SHUSA is the parent organization of five financial companies with more than 15,000 employees, 5 million customers, and $150 billion in assets as of December 2020. These include Santander Bank, N.A., Santander Consumer USA Holdings Inc. (NYSE: SC), Banco Santander International of Miami, Santander Securities LLC of Boston, Santander Investment Securities Inc. of New York, and several other subsidiaries. Santander US is recognized as a top 10 auto lender, a top 10 multifamily lender, and a top 20 commercial real estate lender, and has a growing wealth management business with more than $50 billion in assets under management. For more information on Santander US, please visit www.santanderus.com.

Santander Consumer USA Holdings Inc. (NYSE: SC), headquartered in Dallas, is a full-service consumer finance company focused on vehicle finance, third-party servicing and delivering superior service to our more than 3.1 million customers across the full credit spectrum. SC, which began originating retail installment contracts in 1997, had an average managed asset portfolio of approximately $64 billion (for the first quarter ended March 31, 2021). (www.santanderconsumerusa.com).