Banco Santander S.A. (BNC) announced on 12 November 2026 that it has increased the exchange ratio for its intended voluntary offer to acquire the remaining minority stake in Santander Brasil by 5%, citing recent market developments and feedback from stakeholders. The revised terms offer holders of Santander Brasil units or American Depositary Shares 0.4260 newly issued Banco Santander shares each, up from the 0.4056 ratio announced on 30 July 2026. Assuming full acceptance, the maximum consideration would be approximately €1.9 billion, based on the closing market price on 11 November 2026, with Banco Santander issuing around 166 million new shares representing approximately 1.1% of its current share capital.

Key Points

  • Banco Santander S.A. (BNC) — Madrid-headquartered global diversified banking group
  • Exchange ratio for Santander Brasil units and ADSs raised 5% to 0.4260 Banco Santander shares, with common and preferred shares receiving 0.2130 each
  • Maximum consideration approximately €1.9 billion; extraordinary general shareholders' meeting to approve capital increases expected 15 December 2026
  • Investors should watch for regulatory approvals and shareholder acceptance levels ahead of formal offer launch

Revised Exchange Ratio Terms and Dividend-Adjusted Figures for Santander Brasil Securities

The improved offer raises the exchange ratio for each Santander Brasil unit or ADS to 0.4260 newly issued Banco Santander shares, compared with 0.4056 under the original 30 July 2026 announcement. For holders of common or preferred shares in Santander Brasil, the revised ratio is 0.2130 Banco Santander shares per security. After adjusting for dividends already paid by both entities since 30 July 2026, the announcement states the effective ratios as at 12 November stand at 0.4246 per unit or ADS, 0.2124 per common share, and 0.2122 per preferred share. Banco Santander shares will be delivered as Brazilian Depositary Receipts tradable on the São Paulo stock exchange or as ADSs on the New York Stock Exchange.

Approximately €1.9 Billion Maximum Consideration and 166 Million New Shares to Be Issued

Should all Santander Brasil minority shareholders tender their securities — representing approximately 10% of Santander Brasil's share capital that Banco Santander does not already own — the Spanish banking group would issue approximately 166 million new ordinary shares. Based on the closing market price on 11 November 2026, the announcement values the maximum total consideration at approximately €1.9 billion. The newly issued shares would represent approximately 1.1% of Banco Santander's current share capital, and the group describes the transaction as capital neutral within its disciplined capital allocation framework.

Expected EPS and Tangible Book Value Impact From 2029 Under Revised Offer Terms

Banco Santander's announcement states that, based on current market expectations and considering the revised exchange terms, the transaction is expected to increase earnings per share by approximately 0.3% from 2029 and tangible book value per share by approximately 0.6%. The group also expects the deal to strengthen long-term earnings growth and enhance organic capital generation capacity. An extraordinary general shareholders' meeting, anticipated on 15 December 2026, will be convened to approve the capital increases required to settle the offer, subject to customary conditions including regulatory approvals and the absence of any material adverse change.

Regulatory Conditions and Shareholder Approval Required Before Santander Brasil Offer Launches

The offer remains subject to several conditions before it can formally commence, including obtaining relevant regulatory approvals from authorities in Brazil and the United States, shareholder approval at the December extraordinary meeting, and no material adverse change occurring. Banco Santander has filed a Registration Statement on Form F-4 with the US Securities and Exchange Commission and a Tender Offer Notice with Brazil's Comissão de Valores Mobiliários. Investors monitoring this transaction should note that non-approval by regulators or insufficient minority shareholder uptake represent company-specific risks that could affect the offer's completion or final consideration levels.