Santander Spain Launches Exchange Offer for Remaining 10% of Brazilian Subsidiary

Banco Santander, S.A., the Spanish financial giant, has formally launched a voluntary exchange offer to acquire the approximately 10% of its Brazilian subsidiary, Banco Santander (Brasil) S.A., that it does not already own, in a move to simplify the group's global corporate structure. The offer follows the filing of key regulatory documents in both Brazil and the United States on September 21, 2026.

The dual offer is structured as a concurrent, voluntary tender in both markets, giving minority shareholders the option to swap their current holdings for newly issued shares of the parent company in Spain. For each unit or American Depositary Share (ADS) of Santander Brasil, holders are being offered 0.4056 new Santander Parent ordinary shares.

The action requires navigating the regulatory landscape in both countries. On September 21, the parent company filed a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC), concurrent with a Tender Offer Notice (Edital de Oferta Pública de Aquisição) submitted to the Comissão de Valores Mobiliários (CVM), Brazil's securities regulator.

The consideration offered depends on where the shares are held. U.S. holders will receive Parent ADSs, which trade on the NYSE. Brazilian shareholders who accept the offer will receive their consideration in the form of newly created Brazilian Depositary Receipts (BDRs) of the Spanish parent, which will be listed on the B3 stock exchange in São Paulo. This effectively provides Brazilian investors a direct investment path into the broader, globally diversified Spanish group.

To meet CVM requirements for transparency to minority shareholders, an independent appraisal report (laudo de avaliação) was prepared by UBS BB Corretora to value both the Brazilian subsidiary and the Spanish parent, and was made publicly available upon the filing.

The transaction is voluntary and is not intended to force the delisting of Santander Brasil from the B3 stock exchange. However, a material risk remains that if a significant number of U.S. holders tender their shares, the reduced liquidity could lead to the removal of Santander Brasil’s ADSs from the New York Stock Exchange. The entire process remains preliminary, as the offers will not formally begin until the SEC declares the F-4 effective and the CVM grants its final approvals.

What it touches

The exchange offer directly affects the share structure of Santander Brasil, one of the largest private banks in Brazil’s concentrated financial sector. Shares and units of Santander Brasil trade locally on the B3 stock exchange, and the company's American Depositary Shares (ADSs) are listed on the NYSE under the symbol BSBR. The deal will also result in new BDRs of the Spanish parent company being listed on the B3, providing Brazilian investors a new security tied to the broader European banking group.