Santander (SANB11) Tender Offer Gets 5% Higher Exchange Ratio for Banco Santander Shares

Under the new ratio, holders who tender will receive 0.4260 Banco Santander share per Santander Brasil unit or ADS, compared with the 0.4056 announced in July. For each common or preferred share, they will receive 0.2130 Banco Santander share, instead of 0.2028. Each unit is made up of one common share and one preferred share.

After adjusting for dividends paid by both companies since July 30, 2026, the current ratios are 0.4246 per unit or ADS, 0.2124 per common share and 0.2122 per preferred share. Adjustments may continue until the offer closes, including dividends, JCP (interest on equity), stock dividends, stock splits and reverse splits. Share buybacks do not trigger an adjustment.

Banco Santander shares will be delivered in the form of BDRs (Brazilian depositary receipts) or ADSs, traded on B3 and the New York Stock Exchange, respectively. The offer covers about 10% of Santander Brasil's capital that the bank does not yet own. If fully accepted, about 166 million new shares will be issued, approximately 1.1% of Banco Santander's current capital, with maximum consideration of about €1.9 billion.

Banco Santander will seek approval of the capital increases at an extraordinary general meeting scheduled for December 15, 2026. The launch and the offer depend on regulatory approvals, shareholder meeting approval and the absence of a material adverse change. The bank estimates the transaction will increase earnings per share by about 0.3% starting in 2029 and tangible book value per share by about 0.6%.