Relational Announces Actions to Ensure Protection of All Sovereign Shareholders
January 12 2006 - 3:40PM
Business Wire
Relational Investors LLC today announced that it would take the
following actions in view of the extraordinary efforts by Sovereign
Bancorp, Inc. (NYSE:SOV) to delay its annual shareholders meeting
by over four months to an indeterminate date, and the resultant
confusion regarding the deadline for submitting shareholder
resolutions and director nominations. These actions by Sovereign
are designed to ensure that fundamental principles of corporate
democracy are observed and that the interests of all the Sovereign
shareholders are respected and protected. First, Relational will
proceed with its proposal to elect two directors, Ralph Whitworth
and David Batchelder, to replace the two incumbent Sovereign
directors, Cameron Troilo and Brian Hard, whose terms expire in
2006. Second, Relational will seek shareholder support to remove
Jay Sidhu as a director of Sovereign. Relational believes that
shareholders are entitled to remove Mr. Sidhu (and any other
director) without cause based upon Sovereign's own repeated public
disclosures and the requirements of Pennsylvania law. Third,
Relational will seek the assistance of the court in forcing
Sovereign to provide shareholders with sufficient notice and time
to make proposals and director nominations. Relational reserves its
right to seek to remove the entire Sovereign board of directors at
the annual meeting once Sovereign establishes the date of the
annual meeting, the nomination deadline and following the
appropriate regulatory reviews. Relational also reserves the right
to take any such other actions as may be appropriate at the time.
Ralph Whitworth, Principal of Relational, said, "Sovereign's
manipulation of the shareholder franchise has made it impossible to
ensure that we will achieve any necessary rulings from the Office
of Thrift Supervision ("OTS") regarding the removal of the entire
board of directors. We had contemplated this gambit by Sovereign.
To avoid the risk of missing Sovereign's January 20, 2006 director
nomination deadline, we have implemented this definitive plan to
ensure that Sovereign shareholders have truly independent
representation on the Sovereign Board of Directors." In the event
that the OTS were to conclude that the removal of Mr. Sidhu
triggered its control regulations, Relational would not exercise
its proxies for his removal. About Relational Investors Relational
Investors LLC is a registered investment advisor and asset
management firm located in San Diego, California managing $6.1
billion. Additional information about Relational is available on
their website at www.rillc.com. Further Information About
Relational's SEC Filings On October 20, 2005, Relational, together
with a number of affiliated persons and entities that may be deemed
"participants" for purposes of the solicitation rules of the
Securities and Exchange Commission ("SEC"), filed a preliminary
proxy statement on Schedule 14A with the SEC relating to a possible
solicitation of proxies from the shareholders of Sovereign Bancorp,
Inc. ("Sovereign") in connection with Relational's nomination of
Ralph Whitworth and David Batchelder for election to Sovereign's
board of directors at Sovereign's 2006 Annual Meeting of
shareholders. On December 13, 2005, Relational filed with the SEC a
revised preliminary proxy statement. Relational will prepare and
file with the SEC a definitive proxy statement relating to their
nomination of Messrs. Whitworth and Batchelder and may file other
proxy solicitation materials. RELATIONAL ANTICIPATES THAT IT WILL
FURTHER REVISE AND FILE THE PRELIMINARY PROXY STATEMENT AND
SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AS
REVISED (AND THE DEFINITIVE PROXY STATEMENT, WHEN IT BECOMES
AVAILABLE) BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING
RELATIONAL'S NOMINATION OF MESSRS. WHITWORTH AND BATCHELDER FOR
ELECTION AS DIRECTORS. The preliminary proxy statement is, and the
revised preliminary proxy statement and the definitive proxy
statement (when they become available) will be, available for free
at www.sec.gov, along with any other relevant documents. You may
also obtain a free copy of the preliminary proxy statement, or the
definitive proxy statement (when it becomes available), by
contacting Maudie Holland of Relational at (858) 704-3321, or by
sending an email to maudie@rillc.com. Information regarding the
names, affiliation, and interests of persons who may be deemed to
be participants in our solicitation of proxies of Sovereign's
shareholders is available in the preliminary proxy statement filed
with the SEC on October 20, 2005 and the revised preliminary proxy
statement filed on December 13, 2005.
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