Sovereign Bancorp ups exchange ratio to 0.3206 Banco Santander shares

By Susanna Moon

Chicago, Nov. 17 - Sovereign Bancorp, Inc. said it will adjust the exchange ratio received by its shareholders upon completion of the rights offering announced by Banco Santander SA on Nov. 10, in which Santander plans to sell 1.6 billion newly issued shares.

Sovereign common shareholders will receive 0.3206 Santander American Depository Shares per share of Sovereign common stock.

The adjustment is in accordance with the agreement, which provides for an exchange ratio of 0.2924 ADSs per Sovereign common share and makes adjustments to the exchange ratio for events such as the Santander rights offering.

The rights offering to shareholders will be backstopped on a firm commitment basis.

On Oct. 15, Sovereign investors led by Relational Investors, LLC entered into a shareholder agreement to vote their shares in favor of the company's merger with Banco Santander, according to a schedule 13D filed with the Securities and Exchange Commission.

On Oct. 13, Banco Santander agreed to acquire Sovereign Bancorp in a stock-for-stock transaction valued at $1.9 billion.

The investors beneficially own 58,975,411 shares, or 8.9%, of the Philadelphia-based bank holding company.

Banco Santander is a Madrid-based bank.

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