CORRECTING and REPLACING Relational Announces Actions to Ensure Protection of All Sovereign Shareholders
January 12 2006 - 4:16PM
Business Wire
First graph, second sentence should read: These actions by
Relational 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 (sted: These
actions by Sovereign are designed to endure...). The corrected
release reads: RELATIONAL ANNOUNCES ACTIONS TO ENSURE PROTECTION OF
ALL SOVEREIGN SHAREHOLDERS 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 Relational 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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