Santander sells 49% of Santander Polska to Erste for €7B
Santander sells 49% stake in Santander Polska to Erste Group for €7 billion, initiating strategic partnership in CIB and payments
In a major financial development, Banco Santander has agreed to sell a 49% stake in Santander Bank Polska S.A. and 50% of its Polish asset management unit (TFI) to Austria’s Erste Group Bank AG. The €7 billion all-cash deal marks one of the most significant cross-border transactions in Poland’s banking sector and initiates a strategic collaboration between the two banking giants across Corporate & Investment Banking (CIB) and global payments infrastructure.
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The transaction values Santander Polska at 2.2 times its tangible book value as of Q1 2025, excluding the declared dividend of 46.37 zlotys per share. It also implies a premium of 7.5% over the share’s closing price on 2 May 2025, and a 14% premium over the six-month volume-weighted average. The bank’s shares will trade ex-dividend on 12 May 2025.
As part of the restructuring, Santander will reduce its holding in Santander Polska to 13% but will pursue full ownership of Santander Consumer Bank Polska by acquiring the remaining 60% stake currently held by Santander Polska. The transaction is expected to close by year-end 2025.
Upon completion, Santander anticipates a net capital gain of approximately €2 billion, boosting its Common Equity Tier 1 (CET1) ratio by about 100 basis points. This translates to a pro forma CET1 ratio of 14%, temporarily placing the group above its 12–13% operating range. Santander intends to allocate 50% of the released capital—roughly €3.2 billion—toward accelerated share buybacks. Subject to regulatory approval, this initiative could potentially exceed the bank’s previously announced buyback cap of €10 billion.
The deal is also the cornerstone of a deeper strategic cooperation. Erste will gain access to Santander’s global payments infrastructure, including its PagoNxt business, while both banks will align their CIB efforts to deliver enhanced services across regional and global markets. A mutual referral system will allow each bank to offer its clients localized support with global reach. Erste’s clients will also be connected to Santander’s product platforms across the UK, Europe, and the Americas.
According to Ana Botín, Executive Chair of Banco Santander, “This transaction is another key step in our strategic focus on shareholder value creation, based on accelerating our platform strategy through ONE Transformation and growing the group’s scale in highly connected geographies. We crystallize value at highly attractive multiples while creating room for future growth and cooperation.”
The capital from the sale will be reinvested in other European and American markets where Santander already has operations, expanding its platform and network value. The bank has made notable progress since launching its platform-focused strategy in 2023, adding 15 million customers, increasing earnings per share by 62%, and reducing its cost-to-income ratio from 46.6% to 41.8%.
The transaction underscores the increasing importance of strategic alliances in banking, not only to optimize operational efficiencies but also to navigate the demands of international regulation, digital transformation, and global customer expectations. It also marks a significant vote of confidence in the Polish banking sector and deepens the country’s integration into European financial ecosystems.
