Sovereign Shareholders Vote For Transaction With Banco Santander

Sovereign Bancorp's shareholders at a special meeting voted to approve the transaction by which Banco Santander will acquire all of the outstanding Sovereign common stock not currently owned by Banco Santander. 96% of Sovereign's shareholders who voted were in favor

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Sovereign Bancorp’s shareholders at a special meeting voted to approve the transaction by which Banco Santander will acquire all of the outstanding Sovereign common stock not currently owned by Banco Santander. 96% of Sovereign’s shareholders who voted were in favor of the transaction. The results of the Sovereign shareholder vote were certified by IVS Associates. The Sovereign shareholder approval comes two days after Banco Santander shareholders approved a capital increase to finance the acquisition.

Under the terms of the definitive transaction agreement, Sovereign shareholders will receive 0.3206 Banco Santander American Depository Shares (ADSs), or upon election Banco Santander ordinary shares (subject to Banco Santander’s right to invalidate any such election) for every 1 share of Sovereign common stock they own (or 1 Banco Santander ADS for 3.42 Sovereign shares)

The affirmative shareholder vote satisfies one of the last conditions to the closing of the transaction. Sovereign and Santander expect to close the transaction on Friday, January 30.

“Santander offers Sovereign an opportunity to build a stronger bank for our shareholders, employees, customers and communities,” says P. Michael Ehlerman, non-executive chairman of the board of directors of Sovereign.

D.C.

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