Banco Santander Brasil and its Spanish parent have both filed notice of revised terms in the offer to acquire the roughly 10 per cent of the Brazilian bank that the group does not already own. Banco Santander has increased the exchange ratio by 5 per cent, and the two filings were made on the same day in the middle of November.
The headline ratio moves to 0.4260 newly issued parent shares for each unit or American depositary share, from 0.4056 under the terms first announced in late July. Per common or preferred share the ratio moves to 0.2130 from 0.2028. A separate set of figures adjusts for dividends paid since the original announcement, giving 0.4246 per unit or depositary share, 0.2124 per common share and 0.2122 per preferred share as at the notice date. Those adjusted ratios are a distinct series and are not interchangeable with the headline numbers.
If fully accepted the offer would issue roughly 166 million new shares in the parent, about 1.1 per cent of its current share capital, for a maximum consideration of approximately 1.9 billion euros based on the previous day's closing market price. That maximum is derived from a market price rather than fixed in cash, so it moves with the shares. The group expects the transaction to add about 0.3 per cent to earnings per share from 2029 and about 0.6 per cent to tangible book value per share.
The offer has not launched. A draft tender offer notice has been filed with the Brazilian securities regulator and with the exchange, parent shares will be delivered to accepting holders as Brazilian depositary receipts, and an extraordinary general meeting is expected in the middle of December.
Raising the ratio rather than restating the rationale is the tell. A parent buying in a minority stake sets its opening terms knowing they will be tested, and a 5 per cent improvement arriving several months later without any change to the strategic case is the ordinary mechanics of getting a minority to tender rather than a revision of what the subsidiary is worth. The premium is described only qualitatively in the filings, and no percentage is disclosed.
For minority holders the calculation is now whether a further improvement is likely before the meeting. The buyer has shown it will move once, which weakens the credibility of the revised terms as final, and that is the argument for waiting. Against it sits the dilution of holding an untendered stake in a subsidiary whose free float shrinks with every acceptance.
