• Approach said to come earlier this week to buy 314 branch unit
  • Offer marks second time Santander has tried to buy the bank

Banco Santander SA formally offered to buy Royal Bank of Scotland Group Plc’s Williams & Glyn consumer bank this week, marking the second time the Spanish lender has tried to acquire the business, according to two people familiar with the matter.

A deal would add a unit with 314 branches, about 24.2 billion pounds ($32.2 billion) of assets and 2 million customers to Santander’s U.K. operations. The people, who asked not to be identified because the matter is private, didn’t provide a valuation for the offer. Edinburgh-based RBS is set to report second-quarter earnings on Friday.

RBS Chief Executive Officer Ross McEwan’s struggle to dispose of Williams & Glyn has delayed his plan to pay shareholders a dividend for the first time since the bank’s 45.5 billion-pound bailout during the financial crisis. His bank has explored various options to divest the business, which he’s described as the most complex technological challenge in banking. Santander abandoned plans to buy the consumer unit in 2012, two years after an initial agreement, citing completion delays.

The bid comes weeks after Britain voted to leave the European Union and the deal, if agreed, would be the first major banking acquisition in the U.K. since the decision. A potential exit has weighed on bank shares over the past month.

Santander’s U.K. CEO Nathan Bostock, a former group finance director at RBS, said last week his bank could consider acquisitions in the country with the approval of shareholders and regulators. Britain is Santander’s biggest contributor to earnings in its global network. Sky News, which reported the offer for the RBS branches earlier on Tuesday, said the deal would probably be structured as an asset transfer with an agreement for RBS to continue to provide tech services.

“Whilst our focus is organic growth, we will continue to analyze opportunities in our core 10 markets where they add value and benefit to our customers and shareholders,” a spokesman for Santander said in a statement on Tuesday. The bank won’t “comment on rumors or market speculation” about any potential approach for Williams & Glyn, he said.

For more on RBS’s struggles to divest Williams & Glyn, click here.

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