Don't miss these key takeways
- Santander offers a premium of 15% over the reference share price1 for a total consideration of up to €1,908 million2.
- The consideration will consist of newly issued Banco Santander shares representing up to 1.1% of the share capital today.
- The transaction underscores Santander’s confidence in the potential of its Brazilian subsidiary and enables shareholders in Santander Brazil to become shareholders in one of the world’s strongest and most profitable financial groups.
- The exchange offer will not be subject to a minimum acceptance condition.
- The transaction is consistent with Santander’s disciplined capital allocation hierarchy. It is expected to support per-share returns, strengthen the group's long-term earnings growth and organic capital generation, and have a neutral impact on the group's capital ratio.
- Santander Brazil will remain listed on the São Paulo stock exchange and, subject to compliance with the applicable requirements, the New York Stock Exchange.
Madrid, 30 July 2026 - PRESS RELEASE
Banco Santander intends to launch an offer to acquire all of Santander Brazil’s issued and outstanding common shares, preferred shares, units and American Depositary Shares (ADSs) that it does not already own, representing approximately 10% of Santander Brazil’s share capital. The transaction is expected to be implemented through voluntary and concurrent exchange tender offers in Brazil and the United States.
The offer will be voluntary, it does not seek the delisting of Santander Brazil and is not subject to a minimum acceptance condition. Depending on the results of the offer, Santander Brazil’s ADSs may be removed from listing on the New York Stock Exchange and from registration with the U.S. Securities and Exchange Commission (SEC).
The exchange offer consideration will consist of newly issued Banco Santander shares. Santander Brazil shareholders who accept the offer will receive, (i) for each unit or ADS of Santander Brazil, 0.4056 newly issued Banco Santander shares and (ii) for each common share or preferred share3 of Santander Brazil, 0.2028 newly issued Banco Santander shares4. The delivery of the shares will be made in the form of Brazilian Depositary Receipts (BDRs) or ADSs, as applicable, which will be tradable on the São Paulo stock exchange and the New York Stock Exchange, respectively.
The offer represents a premium of 15% over the reference share price of a unit of Santander Brazil1. The transaction will involve a maximum of approximately €1,908 million2. If all shares held by minority shareholders were tendered into the offer, Banco Santander would issue approximately 156 million new shares, equivalent to approximately 1.1% of its current share capital.
As part of the transaction, Banco Santander will apply for its registration as a foreign issuer and for the registration of its shares for trading in Brazil through a BDR program. Additionally, Banco Santander will seek approval from its general shareholders’ meeting for the corresponding capital increase.
The transaction reflects Banco Santander’s confidence in Brazil and in the growth potential of its business in the country.
Brazil is one of Santander's core markets, with strong long-term fundamentals, a large and growing customer base and significant opportunities for profitable growth. This transaction is a further step in our strategy of simplifying the group, while reinforcing our long-term commitment to Brazil. It is consistent with our capital hierarchy and is expected to be accretive to earnings per share and tangible book value per share, while remaining capital neutral. It also offers minority shareholders in Brazil an attractive premium together with the opportunity to participate in the value creation of Santander's global, diversified franchise.
The transaction is fully aligned with Santander's strategy of delivering long-term shareholder value creation and meets the group's disciplined capital allocation framework. It compares favourably with alternative deployment options, while remaining capital neutral. The transaction is expected to increase earnings per share by approximately 0.5% from 2028 and tangible book value per share by approximately 0.6%, as well as to generate an attractive return on invested capital, based on current market expectations. It is also expected to strengthen the group's long-term earnings growth and to enhance its capacity for organic capital generation in the years ahead.
For Santander Brazil’s minority shareholders, the offer provides an attractive opportunity to realize the value of their investment at a compelling premium to the market price. At the same time, it enables them to become shareholders in one of the world's leading diversified financial groups, with a broader earnings base, resilient profitability and a proven track record of sustainable value creation.
Commencement of the offer and the offer itself will be subject to customary conditions for transactions of this nature, including the obtaining of the relevant regulatory approvals, the approval by Banco Santander’s General Shareholders’ Meeting of the corresponding capital increase and the absence of any material adverse change.
1. Based on the closing price as of 30 July 2026 of 12.248 euros for a Banco Santander ordinary share, the closing price as of 30 July 2026 of 25.25 Brazilian reais for a Santander Brazil unit as shown in Bloomberg at 10.00 pm CEST, and a BRL/EUR exchange rate of 5.8461 as of 30 July 2026.
2. Based on a Banco Santander ordinary share price of 12.248 euros as of 30 July 2026.
3. Each Santander Brazil unit is composed of one ordinary share and one preferred share.
4. Subject to certain adjustments for certain events that may occur between the date hereof and the expiration of the offer, including potential dividends, interest on equity and/or share bonuses paid by Banco Santander and/or Santander Brazil and/or stock splits and/or reverse stock splits by either of them. Share buybacks conducted during such period shall not cause adjustment of the exchange ratio. The exchange offer consideration has been determined based on the number of outstanding Santander Brazil shares. Final offer documentation would include customary antidilution provisions.