Stock Markets May 26, 2026 12:51 PM

Shareholders Clear Santander's $12 Billion Bid for Webster Financial

Vote removes a key hurdle as Santander aims to leverage Webster's deposits to boost U.S. lending; closing expected in H2 pending regulators

By Ajmal Hussain WBS

Shareholders of Webster Financial Corp. approved Banco Santander SA's $12 billion acquisition proposal at an extraordinary meeting, clearing a major hurdle for the takeover. Santander's offer combines cash and American Depositary Shares and is aimed at expanding the Spanish bank's U.S. commercial and retail lending presence by accessing Webster's deposit base. The transaction remains subject to regulatory sign-off and is targeted to close in the second half of the year.

Shareholders Clear Santander's $12 Billion Bid for Webster Financial
WBS

Key Points

  • Shareholders at an extraordinary meeting approved Banco Santander's $12 billion takeover proposal for Webster Financial Corp.
  • The acquisition, announced in February, is intended to provide Santander with Webster's deposit base as a funding source and to expand Santander's U.S. commercial and retail lending activities.
  • Santander's offer consists of $48.75 in cash plus 2.0548 Santander shares in the form of American Depositary Shares per Webster share, valuing Webster at about $73.49 per share based on the most recent Friday closing prices; the transaction is expected to close in the second half of the year, subject to regulatory approvals.

Shareholders of Webster Financial Corp. voted in favor of the $12 billion takeover bid from Banco Santander SA on Tuesday, removing one of the final obstacles to completing the transaction.

Webster confirmed the shareholder approval at an extraordinary meeting held on Tuesday and said it will publish the detailed voting results shortly. The company provided no additional new timing on the release beyond that statement.

Santander first announced its intention to buy Webster in February as part of Executive Chair Ana Botin's plan to grow the bank's footprint in the United States. According to the terms disclosed with the announcement, Santander is seeking to use Webster's deposit base as a source of funding while broadening its commercial and retail lending operations across the U.S.

The parties expect the deal to reach completion in the second half of the year, but that timeline is contingent on receiving the necessary regulatory approvals. No further milestones or regulatory timetables were provided in the confirmation of the shareholder vote.

Under the agreed terms, Santander will pay $48.75 in cash plus 2.0548 Santander shares, delivered as American Depositary Shares, for each Webster share. Using closing prices from the most recent Friday, that consideration values Webster at about $73.49 per share, equating to roughly $12 billion for the entire bank.


Context for markets and banking operators

The approved deal directly touches the banking and financial services sectors. For Santander, the transaction is presented as a strategic move to obtain a U.S. deposit base to support lending activities. For Webster, the arrangement represents a change of ownership at a set valuation tied to a combination of cash and ADS-based equity consideration.


Next steps

  • Webster will publish the formal, detailed shareholder vote totals as indicated by the company.
  • Both parties will proceed toward regulatory review, which must clear before the transaction can close in the second half of the year.

Risks

  • The transaction remains subject to regulatory approvals - regulatory review could delay or block the closing, affecting the anticipated second-half timeline (impacts banking and financial services).
  • Webster has committed to release detailed voting results shortly; any material differences in those detailed totals could introduce uncertainty around shareholder acceptance (impacts investor confidence in the banking sector).
  • The valuation cited is calculated using the most recent Friday closing prices - market movements in those prices would alter the per-share and total deal valuation used in public disclosures (impacts market perception and valuation metrics for financial sector participants).

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