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[BUSINESS] · Brazil, Spain · 35 sources

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Santander launches €1.9bn exchange offer to acquire remaining 10% of Santander Brazil

Banco Santander announced a voluntary public exchange offer to acquire the approximately 10 % of Santander Brazil that remains in the hands of minority shareholders. The maximum consideration is €1.908 billion, paid entirely with newly issued Banco Santander shares. The proposal includes a 15 % premium on the reference price of each unit, and shareholders who accept will receive 0.4056 new Banco Santander shares for each unit or ADS and 0.2028 shares for each ordinary or preferred share. If fully accepted, about 156 million new shares – roughly 1.1 % of the group’s capital – will be issued, with a neutral impact on the group’s capital ratio and an expected earnings‑per‑share uplift of about 0.5 % from 2028. The offer is voluntary, has no minimum acceptance condition and does not aim to delist Santander Brazil, which will stay listed on the São Paulo exchange and may remain on the New York Stock Exchange. Market reaction was strong: Santander Brazil units (SANB11) jumped more than 13 % on the B3, contributing to a 3.47 % rise in the Ibovespa for July. The transaction awaits shareholder approval and regulatory clearance.

Entities

American Depositary Shares (ADS) · Ana Botín · B3 · Banco Santander · Brazilian Depositary Receipts (BDR) · Euro · New York Stock Exchange · SANB11 · Santander Brazil · Santander Spain · São Paulo Stock Exchange (B3)

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