Webster (WBS) holders back Santander takeover as closing nears

Webster Financial shareholders approved Banco Santander’s $12 billion takeover on Tuesday, clearing one of the last major hurdles for the transaction and pushing the Spanish lender closer to closing one of the biggest cross-border US bank deals of 2026. Webster said the proposal had been approved at an extraordinary shareholder meeting, according to an audio transcript cited by Bloomberg. Investing.com separately reported the approval and the broad outline of the terms.

The result also suggests Webster investors accepted Santander’s strategic case at the agreed price.

That vote shifts the story from bid politics to execution. Banco Santander still needs the remaining regulatory approvals, but the shareholder result removes a key uncertainty around a deal that would deepen the bank’s push into US commercial and retail lending. A Santander spokesperson told Bloomberg the acquisition is expected to close in the second half of the year.

Santander first unveiled the Webster bid in February as part of Executive Chair Ana Botin’s effort to expand further in the US. According to Bloomberg’s earlier deal report, the structure combines cash and stock rather than an all-cash offer, reflecting both Webster’s scale and Santander’s desire to use its own equity in a strategically important market.

Deal terms

Santander is offering $48.75 in cash and 2.0548 Santander American Depositary Shares for each Webster share, Bloomberg reported. Based on Friday’s close, that implied a value of about $73.49 a share, or roughly $12 billion for Webster as a whole. Those terms explain why the shareholder vote carried real weight: investors were backing a specific price and mix of consideration, not a loose strategic outline.

Webster’s franchise is central to the appeal. Its deposit base would give Santander a relatively cheap funding source in the US, while the deal would also add commercial and retail lending capacity in a market where overseas banks have often struggled to build meaningful scale organically. For Santander, buying a platform can be faster than assembling one branch at a time.

The vote does not end the process. The remaining issue is whether regulators are comfortable with the combination and its implications for competition, governance and cross-border supervision. That matters more here than in a routine bank merger because the transaction extends Santander’s US footprint at a time when supervisors remain sensitive to capital, liquidity and operational resilience.

Why the approval matters

The approval also arrives after political scrutiny. Bloomberg reported that US Senators Bernie Moreno and Tim Sheehy had urged banking regulators to investigate the transaction, showing that even after shareholder backing, the deal is still exposed to policy risk. That pressure may not stop the merger, but it raises the bar for how clearly Santander must explain the deal’s risk controls and public-interest case.

For Santander, the vote is still a concrete milestone. The bank has recently reshaped other parts of its portfolio, including the sale of a majority stake in its Polish unit and the purchase of TSB in the UK, according to Bloomberg. Webster now stands out as the transaction that could define how far Santander is willing to press its US expansion from aspiration into operating reality.

The next step is narrower but more consequential. Shareholders have signed off on the headline terms. Regulators now decide whether the strategic logic that appealed to Webster investors also works for the broader US banking system.

If they do, Santander will have turned a long-running expansion bid into a live integration challenge. If they do not, Tuesday’s approval will look more like a milestone than a finish line. This stage of the deal is therefore less about persuading investors on headline value and more about convincing supervisors that the bank can absorb Webster cleanly.