Independence Community Bank Corp. Schedules Special Meeting of Stockholders for January 25, 2006
December 15 2005 - 11:14AM
PR Newswire (US)
BROOKLYN, N.Y., Dec. 15 /PRNewswire-FirstCall/ -- Independence
Community Bank Corp. ("Independence") (NASDAQ:ICBC), announced
today that it intends to hold its special meeting of stockholders
to consider and vote upon its previously announced proposed merger
with Sovereign Bancorp, Inc. ("Sovereign") (NYSE:SOV) at the
Brooklyn Historical Society, 128 Pierrepont Street, Brooklyn, NY,
at 9:30 a.m. Eastern Time on Wednesday, January 25, 2006.
Independence stockholders of record as of the close of business on
December 19, 2005 will be entitled to notice of and to vote at the
special meeting. Independence also announced that it expects to
commence mailing of its definitive proxy materials to stockholders
of record entitled to vote at the meeting promptly following the
December 19 record date. On October 24, 2005, Independence and
Sovereign announced a definitive agreement for Sovereign to acquire
100% of Independence Community Bank for $42.00 per share in cash,
representing an aggregate transaction value of $3.6 billion.
Independence Community Bank Corp., is the holding company for
Independence Community Bank. The Bank, originally chartered in
1850, currently operates 125 branches located in the greater New
York City metropolitan area, which includes the five boroughs of
New York City, Nassau and Suffolk Counties and New Jersey. At its
banking offices located on Staten Island, the Bank conducts
business as SI Bank & Trust, a division of Independence
Community Bank. The Bank has three key business divisions,
Commercial Real Estate Lending, Consumer Banking and Business
Banking, and actively targets small and mid-size businesses. The
Bank maintains its community orientation by offering its diverse
communities a wide range of financial products and by emphasizing
customer service, superior value and convenience. The Bank's web
address is http://www.myindependence.com/. Forward-Looking
Statements The foregoing document contains "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited
to, statements relating to anticipated financial and operating
results, Independence's plans, objectives, expectations and
intentions and other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend,"
"will," "should," "may," and other similar expression. Such
statements are based upon the current beliefs and expectations of
Independence's management and involve a number of significant risks
and uncertainties. In addition, these forward- looking statements
are subject to assumptions with respect to future business
strategies and decisions that are subject to change. Actual results
may differ materially from the results anticipated in these
forward-looking statements. The following factors, among others,
could cause or contribute to such material differences: (1) changes
in general economic conditions; (2) the performance of financial
markets and interest rates; (3) the inability to consummate the
proposed transaction on the terms on which the parties have agreed,
or at all, due to a number of factors, including, but not limited
to, the failure to obtain the requisite governmental approvals on
the proposed terms and schedule or the failure to obtain approval
of the transaction from Independence's stockholders; (4) disruption
from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; (5) the
effects of increased competition; (6) competitive factors which
could affect net interest income and non-interest income; and (7)
the levels of non-interest income and the amount of loan losses.
Additional factors that could cause Independence's results to
differ materially from those described in the forward-looking
statements can be found in Independence's Annual Report on Form
10-K for the fiscal year ended December 31, 2004, which was filed
with the U.S. Securities and Exchange Commission on March 11, 2005
and is available at the Securities and Exchange Commission's web
site (http://www.sec.gov/). Additional Information About this
Transaction This communication is being made in respect of the
proposed merger transaction involving Independence Community Bank
Corp., Sovereign Bancorp, Inc. and Iceland Acquisition Corp. In
connection with the proposed transaction, Independence filed a
preliminary proxy statement with the Securities and Exchange
Commission ("SEC") on November 29, 2005. Independence will also
file a definitive proxy statement and relevant documents with the
SEC in connection with the proposed transaction. STOCKHOLDERS OF
INDEPENDENCE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders can obtain free copies of the definitive proxy
statement and other documents when they become available by
contacting Investor Relations at http://www.myindependence.com/ or
by mail at Independence Community Bank Corp. Investor Relations,
195 Montague St., Brooklyn, NY 11201, or by Telephone:
718-722-5400. In addition, documents filed with the SEC by
Independence Community Bank Corp. are available free of charge at
the SEC's web site at http://www.sec.gov/. Independence and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of
Independence in connection with the proposed transaction.
Information regarding the special interests of these directors and
executive officers in the proposed transaction is included in the
preliminary proxy statement of Independence described above.
Information regarding Independence's directors and executive
officers is also available in its proxy statement for its 2005
Annual Meeting of Stockholders, which was filed with the SEC on
April 18, 2005. This document is available free of charge at the
SEC's web site at http://www.sec.gov/ and from Investor Relations
at Independence Community Bank Corp. as described above.
DATASOURCE: Independence Community Bank Corp. CONTACT: Frank W.
Baier, Executive Vice President, Chief Financial Officer of
Independence Community Bank Corp., +1-718-923-3506 Web site:
http://www.myindependence.com/
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