Spanish lender Santander has raised its offer to buy the remaining 10% of its Brazilian unit that it does not already own, sweetening a deal first announced in July. The bank said on Thursday that it would lift the exchange ratio for the share-swap offer by 5%, in a move aimed at winning over minority shareholders in one of its most important markets.

Reuters reported that, assuming full acceptance, Santander would issue about 166 million new shares, equivalent to around 1.1% of its current share capital. The maximum consideration would be about €1.9 billion ($2.1 billion), based on Wednesday's closing market price. Santander will ask shareholders to approve the capital increases needed to settle the offer at an extraordinary general meeting expected on 15 December 2026.

What the original offer looked like

Santander first announced its intention to acquire the outstanding shares of Santander Brazil on 30 July 2026. The original proposal offered a 15% premium over the reference share price, with a total consideration of up to €1,908 million, paid entirely in newly issued Banco Santander shares rather than cash.

Under the July terms, holders of each Santander Brazil unit or American Depositary Share would receive 0.4056 newly issued Banco Santander shares, while holders of each common or preferred share would receive 0.2028 shares. The offer was voluntary, carried no minimum acceptance condition, and was not designed to delist Santander Brazil, which would remain listed on the São Paulo stock exchange and, subject to requirements, the New York Stock Exchange.

Why Brazil matters to Santander

Brazil is one of Santander's largest and most profitable markets, and owning the whole unit would let the group keep all of its future profits and run the business without minority-shareholder constraints. Santander has said the deal should lift earnings per share by about 0.5% from 2028, with a small gain in tangible book value per share and no meaningful effect on its capital ratio.

The Santander Brazil unit buyout, if fully accepted, would leave the Spanish parent owning 100% of its Brazilian subsidiary. The improved offer comes after Santander Brazil reported its weakest profit since late 2023, hurt by tighter lending margins and higher provisions for potential loan losses. That backdrop had raised questions about the timing of the deal, but Santander has pressed ahead, arguing that the transaction fits its disciplined approach to allocating capital.

Minority shareholders who accept will swap their stake in the Brazilian bank for shares in the Spanish parent group, giving them exposure to Santander's global business instead of a single-country lender. The transaction still needs regulatory approvals and the shareholder vote in December before the exchange offers can be completed.