Banco Santander launches €1.9 bn tender offer for 10% of Brazil unit
Banco Santander announced a voluntary public tender offer to acquire all remaining shares, units and American Depositary Shares (ADS) of its Brazilian subsidiary, Santander Brasil. The proposal covers roughly 10% of the subsidiary’s capital and is priced at a 15% premium to the reference price on 30 July. Shareholders who accept will receive 0.2028 BDRs or ADSs of Banco Santander for each ordinary or preferred share, and 0.4056 BDRs or ADSs for each unit or ADS. The total transaction value could reach up to €1.908 billion (about R$ 11 billion). If all minority shareholders participate, Santander will issue about 156 million new shares, representing roughly 1.1% of its capital. The offer is voluntary, with no minimum acceptance condition. While Santander Brasil will remain listed on Brazil’s B3, the ADS could be delisted from the New York Stock Exchange and deregistered with the SEC depending on the outcome in the United States.
Entities: B3 (Brazilian stock exchange) · Banco Santander · Bradesco BBI · Grupo Mover · Miguel Setas · Motiva · New York Stock Exchange · New York Stock Exchange (NYSE) · Santander Brasil · Securities and Exchange Commission (SEC) · Soares Penido · Spanish stock exchange (BME)
Claims
What the coverage asserts, and how well corroborated each claim is across sources.
- [● 2 SOURCES] Motiva shares fell 3.6% to R$14.16 after the sale announcement. (Market reaction reported in article)
- [● 4 SOURCES] The sale price for the 14.86% stake was not disclosed. (Company statements)
- [○ 1 SOURCE] Motiva reported adjusted net profit of R$663 million in Q2, a 67% increase YoY. (Company financial results)
- [● 4 SOURCES] Grupo Mover agreed to sell its entire 14.86% stake in Motiva to Bradesco BBI. (Transaction announced by Grupo Mover and Bradesco BBI)
- [○ 1 SOURCE] Motiva's adjusted revenue for Q2 was R$3.63 billion, up 20.8% YoY. (Company financial results)
- [○ 1 SOURCE] Motiva's adjusted EBITDA for Q2 was R$2.37 billion, up 30.1% YoY. (Company financial results)
- [○ 1 SOURCE] The sale will close only after the parties fulfill the contractual conditions set in the agreement. (Transaction terms)
- [● 2 SOURCES] Other shareholders (Soares Penido, Itaúsa and Votorantim) did not exercise pre‑emptive rights.
- [● 2 SOURCES] Analysts gave mixed views: BTG Pactual saw the deal as positive, while Santander viewed it as slightly negative.
- [● 5 SOURCES] The ADS of Santander Brasil could be delisted from the New York Stock Exchange depending on the outcome of the U.S. offer.
- [● 5 SOURCES] Shareholders that accept will receive 0.2028 new Santander BDRs or ADS for each ordinary or preferred share of Santander Brasil.
- [● 5 SOURCES] The exchange ratio reflects a 15 % premium over the reference price of each unit.