Banco Santander announced on Tuesday that it has agreed to acquire Webster Financial Corporation in a transaction valued at $12.2 billion. The combination is intended to strengthen Santander's presence in the United States by adding Webster's commercial platform and deposit base to Santander's existing U.S. consumer finance operations.
Under the terms of the agreement, Webster shareholders will receive $48.75 in cash and 2.0548 Santander shares, delivered as American Depositary Shares, for each Webster share. Santander states that its three-day volume-weighted average price places the equity component at $26.25 per Webster share, which, when combined with the cash portion, brings total consideration to $75 per Webster share.
The deal valuation metrics provided by Santander include a 6.8 times 2028 price-to-earnings ratio after synergies and a 2.0 times price-to-tangible-book ratio as of the fourth quarter of 2025. Santander also projects the transaction will deliver an approximate 15% return on invested capital and produce 7-8% earnings per share accretion for Santander by 2028.
Executives described the transaction as a strategic fit that links Santander's consumer finance capabilities with Webster's commercial lending and deposit franchise. Santander expects the combined business to become a top-five deposit franchise across key states in the U.S. Northeast while placing the bank among the top ten U.S. retail and commercial banks by assets.
"An exciting step forward" that "allows us to strengthen our franchise in both scale and profitability—improving our funding mix and economics, including lower funding costs—and puts us on track to deliver around 18% RoTE in the U.S. by 2028," said Ana Botín, executive chair of Banco Santander.
Santander provided additional financial targets for the U.S. business, projecting a return on tangible equity - RoTE - of 18% by 2028 and an efficiency ratio below 40%, metrics the bank says would position it among the stronger performers in the U.S. banking sector.
On capital, Santander expects its common equity Tier 1 - CET1 - ratio to remain in the 12.8-13% range by the end of 2026 and to rise to above 13% by 2027. The bank indicated these levels would keep CET1 at the upper end of its stated 12-13% operating range.
Leadership roles for the combined U.S. operations were also outlined. Christiana Riley will continue as Santander's country head in the U.S. and as CEO of Santander Holdings USA. Webster's current CEO, John Ciulla, will head Santander Bank NA, the entity into which Webster's businesses will be integrated. Luis Massiani, Webster's president and chief operating officer, will serve as chief operating officer of both entities and will lead the integration effort.
Santander described the transaction as bolt-on for the broader group while highlighting expected benefits to scale, funding mix, and profitability. The bank provided the valuation multiples, accretion and return metrics, and capital projections above as part of its public outline of the deal.
Summary and next steps: shareholders of Webster will receive the stated cash and ADS consideration under the acquisition agreement, and Santander has published its expected financial and capital impacts through 2028. Management assignments for the integrated U.S. business are set, and Santander has framed the transaction as improving funding economics and positioning the U.S. operation to reach stated RoTE and efficiency targets by 2028.