Webster faces shareholder lawsuits as investors prepare to vote on Santander’s $12.3 billion acquisition.
Stamford-based Webster Financial Corp. said it is facing shareholder lawsuits challenging disclosures related to its pending sale to Banco Santander.
In a securities filing Monday, the parent company of Webster Bank said three lawsuits have been filed in Connecticut and New York, and that it has also received several shareholder demand letters alleging its merger proxy statement omitted or inadequately disclosed certain information about the proposed deal.
Such lawsuits are not uncommon in major merger and acquisition deals.
Webster said it considers the claims meritless and does not believe it was required to make additional disclosures under applicable law. Still, the company said it provided supplemental information to avoid potential delays to the deal.
The additional disclosures provide more detail about financial analyses conducted by J.P. Morgan, Webster’s financial adviser on the deal, including valuation comparisons with peer banks. Webster also disclosed that its board was aware J.P. Morgan and its affiliates had existing business relationships with Santander before the firm was hired to advise on the deal.
The disclosures came ahead of a planned May 26 shareholder vote on the deal.
Webster agreed in February to be acquired by Banco Santander in a $12.3 billion cash-and-stock deal that will combine Webster Bank with Santander’s U.S. banking operations.
The deal is expected to close in the second half of 2026, pending regulatory and shareholder approvals.
In recent weeks, Santander has begun
outlining leadership plans for the combined U.S. business, including naming current Webster CEO John Ciulla to lead Santander Bank NA after the deal closes.
