Santander has hired UBS for its €1.9 billion Brazilian offer. The mandate revives a relationship weakened after the failed hiring of Andrea Orcel.
Santander will pay UBS €1.5 million to value its Brazilian subsidiary and the Spanish parent behind a €1.9 billion takeover bid. The assignment gives the Swiss bank a prominent role in a major corporate deal after years of reduced business ties. It also brings the failed hiring of Andrea Orcel back into focus.
UBS BB Corretora prepared the independent valuation report needed to formalise Santander's offer for the 10% of Santander Brasil that the Spanish group does not control. Santander issued the mandate on September 12 and received the report last Friday. The fee does not depend on whether the offer succeeds. Santander will also repay UBS for expenses incurred during the work. Santander Brasil disclosed the appraisal report through the CVM/B3 system and on its investor-relations page.
По раскрытым параметрам обмена, держателям обычных акций Santander Brasil предлагают 0,2028 акции Santander за одну акцию бразильской дочерней компании, а владельцам ADS — 0,4056 акции Santander за один ADS.
The arrangement raises a specific independence issue. One UBS banker who helped prepare the report currently holds options over Santander shares and shares in the Brazilian subsidiary. Those options came from a previous employment relationship with Santander Brasil. UBS concluded that the situation did not undermine the report's independence.
The Swiss group controls UBS BB through a 50.01% stake. UBS BB has not received fees from Santander or its Brazilian subsidiary for consulting, valuation, audit, or similar services during the past two years. UBS Group has received $1.9 million from Santander during that period for such assignments. It is also entitled to another $2.5 million for services unrelated to the Brazilian offer.
Bank of America has also been appointed as a financial adviser on the transaction. UBS therefore has a supporting role, rather than the leading position it once held in Santander's corporate deals. The two appointments show that Santander is using a larger financial-advisory team for the transaction.
В документах, поданных 21 сентября 2026 года, Santander сообщил о начале регуляторных процедур в Бразилии и США. В США банк подал Form F-4, однако на этот момент документ ещё не был объявлен действующим регулятором, а условия предложения оставались предварительными.
The current mandate is modest next to UBS's former business with the Spanish bank. Between 2012 and 2019, when Orcel was linked to UBS, the Swiss firm advised Santander on all of its major transactions. It worked on Santander's first takeover bid for the Brazilian subsidiary in 2014, worth €4.7 billion. It also advised on the €7.5 billion capital increase in 2015 and the €7 billion operation used to buy Popular in 2017.
That period ended with Orcel's failed appointment as Santander's chief executive in 2019. The two institutions then took different positions. Santander reduced its business with UBS, although the banks kept some links, mainly in debt issuance.
The difference with other advisers can now be measured. During the same 24-month period, UBS received no comparable consulting, valuation, audit, or similar fee from Santander or its Brazilian subsidiary. JPMorgan received €45 million from Santander.
The wider banking market is also changing how financial services reach customers, as Santander's current exchange offer shows. According to SEC materials and disclosures made by Santander Brasil through CVM/B3, the transaction is structured as a share exchange rather than a cash purchase. It is valued at approximately €1.9 billion. The filings and market reports say the terms may still change after regulatory comments.
