Webster Financial Corp to Merge with Banco Santander, S.A. in $12.3B Deal

By Chris Stiles • Wednesday, February 04 12:16 • Permanent Link

Webster Financial Corporation has announced its entry into a merger agreement with Banco Santander, S.A. for a substantial $12.3 billion, which will create a top ten retail and commercial bank by assets nationwide and establish a top five bank by deposits in the northeast. Under the terms of the agreement, Webster stockholders will receive $48.75 in cash and 2.0548 Santander American Depository Shares for each Webster common share, with the aggregate value of the transaction approximately totaling $12.3 billion.

The per share consideration of $75.59 represents a 16% premium to Webster’s 10-day volume-weighted average stock price, a 9% premium to Webster’s all-time high closing stock price, and is greater than 2.0x Webster’s fourth quarter 2025 period-end tangible book value per share.

The transaction, which is expected to close in the second half of 2026, is subject to customary closing conditions, including necessary bank regulatory approvals in the U.S. and EU and the approval of the stockholders of both Webster and Santander.

Upon completion of the transaction, Webster will become a wholly-owned subsidiary of Santander, with key leaders from Webster, including John R. Ciulla and Luis Massiani, taking on significant roles within the Santander organization. Ciulla will become the CEO of Santander Bank NA, into which all of Webster’s businesses will be integrated.

J.P. Morgan Securities LLC served as lead financial advisor and rendered a fairness opinion to Webster, while Wachtell, Lipton, Rosen, and Katz served as legal advisor. Piper Sandler & Co. also served as a financial advisor to Webster.

Webster Financial Corporation, the holding company for Webster Bank, N.A., is a values-driven organization with more than $80 billion in total assets. Webster Bank provides a wide range of financial products and services to businesses, individuals, and families across three differentiated lines of business: commercial banking, healthcare financial services, and consumer banking, primarily operating in the northeast from the New York metropolitan area to Rhode Island and Massachusetts. The market has reacted to these announcements by moving the company's shares 0.19% to a price of $64.53. For more information, read the company's full 8-K submission here.

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