February 23, 2026 | Financials | North America | Active

Webster Financial / Banco Santander: Deal Insight


On 3-Feb-26, Spain’s Banco Santander agreed to acquire Webster Financial in a $12.3bn cash-and-stock deal to build a top-ten US retail lender. Webster shareholders will receive $48.75 in cash plus 2.0548 Santander shares, in the form of either the acquirer’s Spanish-listed ordinary shares, or its American Depository Shares (“ADS”, under SAN US). The ADS are less liquid than Santander’s ordinary shares, but trading is still very sufficient at nearly $300m a day; thus arbs avoid FX complexities and undertake easier arbitrage through the US-line. Based on the previous day’s close, the offer is worth $75.59 per Santander share, implying a 14.5% one-day premium and a 9% premium to Webster’s all-time high closing price. The deal has been unanimously approved by Webster’s board and the relevant bodies of Santander. Both parties will continue to distribute ordinary dividends through completion, with Webster’s quarterly cash dividends capped at $0.40 per share. The deal will be self-funded via excess capital and expected future capital generation. Closing is conditional on shareholder approvals from both companies (simple majorities) and regulatory clearances, including approvals from the Federal Reserve and the European Central Bank (ECB). Separate filings with the Office of the Comptroller of the Currency (OCC) and under HSR will be made. Additionally, the companies must file a prospectus with Spain’s National Securities Market Commission (CNMV) and ...


Contents

  • Merger Agreement Overview
  • Merger Rationale
  • Regulatory Risks
  • Shareholder Vote
  • Trading Recommendation





How to Access this Report

Please contact us to request access to this report.


CONTACT US


Share this article



← RETURN TO RESEARCH

Back to top of page