Banco Santander has improved the terms of its planned share-for-share offer for the roughly 10% of Santander Brasil it does not already own, raising the exchange ratio by 5%, the bank said in Madrid on 12 November 2026. The offer covers all Santander Brasil common shares, preferred shares, units and American Depositary Shares (ADSs) that it does not already own, and Santander said it acted after recent market developments and feedback from stakeholders.
Holders who tender will now receive 0.4260 newly issued Banco Santander shares for each Santander Brasil unit or ADS, instead of the 0.4056 announced on 30 July, and 0.2130 shares for each common or preferred share, up from 0.2028. Santander said the increase was meant to make the offer more attractive for holders of Santander Brasil securities.
REVISED DEAL TERMS
After adjusting for dividends paid by both banks since 30 July 2026, the ratios as at 12 November would be 0.4246 Banco Santander shares per unit or ADS, 0.2124 per common share and 0.2122 per preferred share, the bank said. The new shares will be delivered as Brazilian Depositary Receipts (BDRs) or ADSs, tradable in São Paulo and New York respectively.
If every minority holder accepts, Banco Santander would issue about 166 million new shares, around 1.1% of its current share capital, and the maximum consideration would be about €1.9 billion at the previous day's closing market price. The bank will ask shareholders to approve the capital increases at an extraordinary general meeting expected on 15 December 2026.
Launching the offer, and the offer itself, remain subject to customary conditions, including regulatory approvals, approval of the capital increases by Banco Santander's extraordinary general shareholders' meeting and the absence of any material adverse change.
FROM JULY PLAN TO SWEETENED BID
When Santander first set out the plan, announced on 30 July, it offered a 15% premium over the reference share price for total consideration of up to €1,908 million. The offer is voluntary, does not seek the delisting of the Brazilian bank and carries no minimum acceptance condition.
In its original announcement Santander said Brazil is one of its core markets, with strong long-term fundamentals, a large and growing customer base and significant opportunities for profitable growth, and described the deal as a further step in simplifying the group while reinforcing its long-term commitment to Brazil.
Santander Brasil operates in Latin America's largest banking system, and it is one of five lenders, with Itaú Unibanco, Banco do Brasil, Caixa Econômica Federal and Bradesco, that held two-thirds of banking-segment assets.
THE RETURNS CASE
Santander said the deal compares favourably with alternative deployment options while remaining capital neutral. On the revised terms it expects the purchase to lift earnings per share by about 0.3% from 2029 and tangible book value per share by about 0.6%, based on current market expectations. For minority holders, the bank said, the offer is a chance to realise their investment at a premium to the market price on improved terms.
THE TGB VIEW
Banco Santander ranks fourth among Europe's largest banks in the TGB Bank Rankings, with US$2,194.3bn of total assets and a 13.7% return on equity at end-2025, and full acceptance would cost it new shares equal to about 1.1% of its capital. The improved terms come at a price: full acceptance now means about 166 million new shares instead of about 156 million under the terms announced on 30 July, and Santander's own expected earnings-per-share gain shrinks from about 0.5% from 2028 to about 0.3% from 2029. The next dated step is the extraordinary general meeting expected on 15 December 2026.
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