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Independent Review of Santander's Investment in Sovereign Bancorp
March 3, 2006
Former NY Mayor Giuliani, Former U.S. Comptroller Clarke Prepare Report
NEW YORK (March 3, 2006) –Bracewell & Giuliani LLP today released its independent review of Grupo Santander's compliance with the rules and regulations applicable to Santander's proposed investment in Sovereign Bancorp, Inc. (NYSE: SOV). The review affirmed Santander's regulatory and legal compliance in its proposed investment in Sovereign Bancorp and Sovereign's proposed acquisition of Independence Community Bank Corp. (NASDAQ: ICBC).
The review examined compliance issues before the New York Stock Exchange, the Federal Reserve System, the Office of Thrift Supervision, and the New York State Banking Department.
The report was prepared by the law firm of Bracewell & Giuliani, at the direction of former New York City Mayor Rudolph Giuliani and former Comptroller of the Currency of the U.S. Robert Clarke, and a team of experts at the law firm. Giuliani and Clarke are partners in the firm.
Bracewell & Giuliani found that Santander, Sovereign and Independence had fully and completely complied with all laws, rules and regulations applicable to the transactions. With respect to the NYSE's rules, Bracewell & Giuliani observed that the NYSE engaged in a deliberate and extensive process in which it considered carefully the positions of all interested persons before reaching a well-informed decision to approve Sovereign's listing application for the transaction. Bracewell & Giuliani agreed with the NYSE's decision that its existing rules do not require shareholder approval of the transactions. While the applications are still pending before the bank regulatory agencies, Bracewell & Giuliani found no issues that should cause the bank regulators to reject those applications.
The report has been distributed by Santander to the appropriate regulatory agencies.
On October 24, 2005, Santander agreed to acquire a 19.8% interest in the common stock of Sovereign for approximately $2.4 billion. Sovereign is the 18th largest banking institution in the United States.
"We were asked to review Santander's compliance with applicable laws and regulations," noted Mayor Giuliani. "As a former U.S. Attorney with responsibilities for enforcing numerous financial regulations, I am satisfied that Santander was cautious in its approach and played by the rules."
"Our team made an in-depth analysis of the corporate and financial service regulations relevant to Santander's investment in Sovereign," observed Clarke. "Based on our understanding of the law and the facts in this case, we are able to give Santander a clean bill of health regarding their regulatory compliance. Other institutions can learn from Santander's cautious approach to transactions." Clarke served as Comptroller of the Currency from December 1985 through February 1992, where the agency he headed supervised about 5,000 nationally-chartered commercial banks.
"Frankly, we never doubted that the Santander investment in Sovereign met all the laws and regulations," said Juan Rodríguez Inciarte, executive vice president of Santander. "Santander is one of the largest financial institutions in the world with a well-established track record of making investments and acquisitions. Santander approaches these and other decisions in a cautious and prudent manner. Some of Sovereign's institutional shareholders raised concerns and we wanted the extra peace of mind that comes with an independent review. We are highly satisfied that the independent review shows full compliance."
Santander is the largest bank in the Euro Zone by market capitalization and one of the largest worldwide. Founded in 1857, Santander has €809 billion in assets and €961 billion in managed funds, over 66 million customers, 129,000 employees, 10,200 offices and a presence in 40 countries.
The report was produced during February 2006 and involved the review of thousands of pages of documents, regulations, and other source materials. While Santander paid the costs of the report, Bracewell & Giuliani retained full and complete editorial control over the document and all payments were made in advance of the report's completion.