In brief
SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ asked the CVM for foreign issuer and BDR program registration to proceed with the exchange offer for the 10% of SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ Brasil outstanding.
88 euros.
What we know
04Verified fact · material
Banco SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ filed with the CVM requests for registration as a category A foreign issuer and for its BDR program, and asked B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗ to admit the BDRs to trading, according to a SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ Brasil material fact of September 22.
An essential regulatory step for the exchange offer.
Verified fact · material
The bank also asked the CVM and B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗ to register the voluntary public exchange offer for the SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ Brasil shares and units it does not yet own, about 10% of capital, and filed the F-4 form with the SEC, not yet declared effective.
Keeps the offer moving in three jurisdictions.
Verified fact
According to NeoFeed, the UBS BB appraisal puts the economic value between 12.62 and 13.88 euros per SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ share, the exchange ratio is 0.2028 BDR or ADS per common or preferred share and 0.4056 per unit, the deal announced on July 30, 2025 carries a 15% premium over R$ 25.25 per unit and may total 1.9 billion euros, with no minimum acceptance.
Details the economic terms of the exchange.
Sources[01]Verified fact
According to NeoFeed, SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ Brasil free float is 10.2% and the bank is the fifth largest in the country by assets (R$ 1.29 trillion), with R$ 13.8 billion in profit over 12 months to June; the company says it will remain listed on B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗, and the precedent cited is the SantanderSantander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ Mexico delisting, completed in April 2023.
Sets the liquidity context and the parent precedent.
Sources[01]
Transmission to assets
Market read-through
For SANB11Santander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ the registration brings the exchange date closer and keeps the stock tied to the ratio with the parent share; take-up tends to cut the free float below index minimums, generating passive selling.
For investors who swap, exposure shifts to a BDR of a European bank with euro dividends.
Portfolio impact
02The exchange ties the stock to the parent ratio and cuts the free float.
Premium already reflected; risk of index exclusion.
What would change the view: Registrations approved and high take-up.
SANB11Santander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ leaving the indexes redistributes passive weight among peers.
Small technical effect.
What would change the view: Free float falling below the B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗ minimum.
Direction is an explanatory hypothesis, not a forecast or recommendation.
Next signals
What to watch
- CVM and B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗ approval of the registrations
- F-4 effectiveness at the SEC and opening of the acceptance period
- B3B3OrganizationOperator of Brazil's exchange and market infrastructure, listed as B3SA3. Revenue tracks traded volumes; tax and regulatory disputes (Carf, Cade) make up its contingent risk.Open in the Market Map ↗ announcement on SANB11Santander BrasilOrganizationFifth largest bank in Brazil by assets, controlled by Spain's Banco Santander and listed on B3 as SANB11, target of a parent exchange offer for the roughly 10% still outstanding.Open in the Market Map ↗ remaining in the indexes
Limits of the reporting
What remains uncertain
- The economic terms of the appraisal and the exchange ratio appear only in NeoFeed among the sources read; InfoMoney does not reproduce them.
- There is no expected date for the start of the acceptance period.