Banco Santander (NYSE: SAN) has finalized the sale of a 49% stake in its Polish subsidiary, Santander Bank Polska S.A., to Austria’s Erste Group Bank AG. The transaction, announced last year and completed on January 9, 2026, also includes a 50% stake in Santander Towarzystwo Funduszy Inwestycyjnych S.A. (Santander TFI), the bank’s asset management arm, for a total cash consideration of approximately €7 billion.
This deal marks Erste Group’s entry into Poland, one of Europe’s most active banking markets, positioning it as the controlling shareholder of the country’s third-largest bank by assets.
The agreement values Santander Bank Polska at 2.2 times its first-quarter 2025 tangible book value per share, with Erste paying 584 Polish zlotys per share—a 7.5% premium over the closing price on May 2, 2025, excluding dividends.
The sale generates a net capital gain of about €1.9 billion for Santander, bolstering its financial flexibility and supporting initiatives like the pending acquisition of TSB in the UK.
In parallel, Santander has acquired the remaining 60% stake in Santander Consumer Bank in Poland, becoming its sole owner and ensuring a continued presence in the market through consumer finance operations.
The transaction received all necessary regulatory approvals, including from the Polish Financial Supervision Authority (KNF) and the European Commission, paving the way for closure in mid-January 2026.
Erste Group, already a key player in Central and Eastern Europe, views this as a fulfillment of a long-standing strategic goal.
Peter Bosek, CEO of Erste Group, stated,
“With the proposed acquisition of a controlling stake in Santander Bank Polska we are fulfilling a long-standing strategic goal: as the leading lender in Central and Eastern Europe we continue to broaden our presence in the region and expand into one of Europe’s most dynamic and profitable banking markets.”
For Santander, the divestiture aligns with disciplined capital allocation, enabling focus on core markets while creating long-term value for shareholders.
The partnership extends beyond the sale, with Santander and Erste forging a strategic alliance in Corporate & Investment Banking (CIB) and payments. This collaboration will leverage complementary strengths for client referrals and access to Santander’s global payments platforms.
Erste now reportedly plans to rebrand Santander Bank Polska to Erste Bank Polska in the second quarter of 2026, signaling a new era for the institution.
At an Extraordinary General Meeting on January 22, 2026, Erste will propose key executives, including Bosek and CFO Stefan Dörfler, to the supervisory board.
This acquisition is poised to enhance Erste’s profitability, with projections of a 19% return on tangible equity in 2026 and over 20% growth in earnings per share.
To fund the deal, Erste executed a €10 billion significant risk transfer (SRT) on loans, freeing up capital amid the transaction’s impact on its CET1 ratio.
The deal underscores shifting dynamics in European banking, with consolidation driven by profitability and regional expansion. Poland‘s steady economy, with Santander Bank Polska holding over 8% market share, offers Erste substantial growth opportunities.
For Santander, it optimizes its portfolio while retaining a foothold in consumer lending.