Banco Santander Brasil (SANB11) reported in a material fact notice this Thursday, July 30, 2026, that its controlling shareholder, Banco Santander S.A., intends to launch in 2026 a voluntary share exchange tender offer (OPA) in Brazil and in the United States to acquire all outstanding common shares, preferred shares, units, and American Depositary Shares (ADSs) that it does not yet own, equivalent to approximately 10% of Santander Brasil’s share capital.
According to the proposal, shareholders who accept the share exchange tender offer will receive share deposit certificates issued by Banco Santander, in the form of BDRs (Brazilian Depositary Receipts, receipts representing shares of foreign companies traded in Brazil) or Banco Santander ADSs, each representing one new Banco Santander common share. The proposed exchange ratio is 0.2028 Banco Santander BDRs or ADSs for each Santander Brasil common or preferred share, and 0.4056 Banco Santander BDRs or ADSs for each Santander Brasil unit or ADS.
The proposed exchange ratio represents a 15% premium over the reference price of one Santander Brasil unit, considering the closing price of R$ 25.25 on July 30, 2026, the price of €12.248 per Banco Santander common share on the same date, and the BRL/EUR exchange rate of 5.8461. The transaction may involve up to approximately €1.908 billion and, if all shares held by minority shareholders are tendered in the offer, Banco Santander will issue around 156 million new shares, equivalent to approximately 1.1% of its current share capital.
Santander Brasil will remain listed on B3 after the completion of the share exchange offer in Brazil. Depending on the outcome of the offer in the United States, Santander Brasil’s ADSs may be delisted from the New York Stock Exchange and have their registration with the SEC (the U.S. securities market regulatory authority) cancelled. The offer will not be subject to a minimum acceptance condition.
The launch and completion of the offers are subject to conditions such as Banco Santander’s registration as a foreign issuer with the CVM, the registration of the BDR program, the admission of the BDRs to trading on B3, the registration of the share exchange tender offer with the CVM and B3, the necessary authorizations for the offer in the U.S., approval at a shareholders’ meeting of Banco Santander for the issuance of the new shares, and the absence of a material adverse event. The exchange ratio may be adjusted as a result of any dividends, interest on equity and stock bonuses, as well as stock splits or reverse stock splits of Santander Brasil and/or Banco Santander, with no adjustments for share buybacks.
