Acquisition
Banco Santander Central Hispano SA
01 June 2006
Press Release
SANTANDER COMPLETES THE ACQUISITION
OF 19.8% OF SOVEREIGN BANCORP
- Santander has acquired 19.8% of Sovereign for a total investment of $2.395
billion.
- The investment is expected to have a positive impact on earnings per share
from its inception and will be accounted for by the equity method.
Madrid, June 1, 2006 - Grupo Santander has completed the acquisition of 19.8% in
Sovereign Bancorp. as provided for in the investment agreement announced in
October 2005, having obtained the necessary approval from the relevant
regulatory and supervisory agencies.
Under the agreement, Santander has subscribed to a capital increase by Sovereign
of $1.931 billion and has bought $464 million in Treasury Stock, at a price of
$27 a share in both cases, resulting in a total investment of $2.395 billion
(about EUR 1.860 billion), and generating goodwill of $703 million. Sovereign
will use the funds from these purchases, together with the proceeds of the
placement of preferred shares and other funds, to acquire 100% of Independence
Community Bank Corp. (ICBC) of New York for $3.596 billion. As is provided for
in the agreement, Santander expects to increase its interest in Sovereign to
24.99% through open market purchases.
'We are very pleased to complete this investment within the announced
timetable,' said Juan Rodriguez Inciarte, Executive Vice President of Santander.
'Sovereign has created an excellent regional banking franchise in the U.S.
Northeast while also generating value for its shareholders. We believe
Santander's investment and the acquisition of Independence Community will
contribute to continuing this long-term creation of value, for Sovereign as well
as for Santander shareholders, employees and customers.'
The agreement also stipulates that, with certain exceptions, for five years from
the initial investment, Santander will not raise its stake above 24.99% nor sell
it to third parties. Two years from the initial investment, Santander can offer
to acquire 100% of Sovereign, according to a procedure set forth in the
agreement, or maintain its stake. After five years, Santander may divest the
stake. Under the agreement, Santander's voting rights in Sovereign will be
limited to 19.99%, unless Santander acquires 100% of Sovereign or Sovereign's
non-Santander shareholders vote to allow Santander to vote all of its shares.
Santander will account for its stake in Sovereign through the equity accounting
method. The investment is expected to have a positive effect on earnings per
share from its inception.
As part of this agreement, Sovereign will name Emilio Botin, Chairman of
Santander, and Juan Rodriguez Inciarte, Executive Vice President, as members of
its Board of Directors. Santander has proposed to its Annual General Meeting,
scheduled for June 17th, 2006, the appointment of Jay Sidhu, Chief Executive of
Sovereign, as a member of the Santander Board of Directors.
Santander (SAN.MC, STD.N) is the largest bank in the euro zone and the fourth
largest in Europe by market capitalization. Founded in 1857, Santander has EUR
809 billion in assets and EUR 961 billion in managed funds, more than 66 million
customers, 129,000 employees, and 10,200 offices in 40 countries. It is the
largest financial group in Spain and Latin America, and has significant market
positions elsewhere in Europe, including the United Kingdom through its Abbey
subsidiary and Portugal, where it is the third largest bank. Through Santander
Consumer Finance, it also operates a leading consumer finance franchise in
Germany, Italy, Spain and nine other European countries. In 2005, Santander
recorded EUR 6.22 billion in net profit, up 72.5% from the previous year. For
more information on Santander, visit www.gruposantander.com.
Sovereign Bancorp, Inc., ('Sovereign') (NYSE: SOV), is the parent company of
Sovereign Bank, a pro forma $83 billion financial institution with nearly 800
community banking offices, over 2,000 ATMs and approximately 12,000 team members
with principal markets in the Northeast United States after giving effect to the
Independence acquisition and recently announced branding agreement in which
Sovereign ATMs will be placed in CVS/pharmacy locations. Sovereign offers a
broad array of financial services and products including retail banking,
business and corporate banking, cash management, capital markets, wealth
management and insurance. Sovereign is the 18th largest banking institution in
the United States. For more information on Sovereign Bank, visit
or call 1-877-SOV-BANK.
This information is provided by RNS
The company news service from the London Stock Exchange