Two Leading Independent Proxy Advisory Firms Recommend Independence Stockholders Vote in Favor of Merger With Sovereign
January 13 2006 - 3:06PM
PR Newswire (US)
ISS and Proxy Governance Both Recommend in Favor of Merger
BROOKLYN, N.Y., Jan. 13 /PRNewswire-FirstCall/ -- Independence
Community Bank Corp. ("Independence") (NASDAQ:ICBC), announced
today that both Institutional Shareholder Services (ISS) and Proxy
Governance, two leading independent proxy advisory firms, have each
recommended that Independence stockholders vote FOR the merger with
Sovereign Bancorp, Inc. ("Sovereign") (NYSE:SOV), parent company of
Sovereign Bank, at the special meeting of Independence stockholders
scheduled for January 25, 2006. Independence President & CEO
Alan H. Fishman said, "We look forward to our merger with Sovereign
and to continuing to provide our clients with the exceptional
service they have come to expect from us. We believe that together
with Sovereign we will be able to provide greater resources to
expand our presence in our key markets and enhance our growth and
profitability." 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
definitive proxy statement with the Securities and Exchange
Commission ("SEC"). Independence will also file other 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
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive
proxy statement/prospectus was first mailed to Independence's
stockholders on or about December 21, 2005. Stockholders can obtain
free copies of the definitive proxy statement and other documents
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,
Independence Community Bank Corp., +1-718-923-3506 Web site:
http://www.myindependence.com/
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