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| SOV > SEC Filings for SOV > Form 8-K on 22-Jan-2009 | All Recent SEC Filings |
22-Jan-2009
Other Events, Financial Statements and Exhibits
2. On October 7, 2008, prior to the meeting of the non-Santander directors of Sovereign and their financial and legal advisors, the Santander-designated directors of Sovereign participated in a meeting with the remaining members of the Sovereign board during which the Sovereign board discussed Sovereign's financial condition and its ability to raise capital in the public markets or through private equity. At the conclusion of this discussion, the Santander directors of Sovereign were excused from the meeting.
3. On October 8, 2008, two of the Santander-designated directors of Sovereign met with senior representatives of the Office of Thrift Supervision (the "OTS") and discussed with the representatives of the OTS, among other matters, the financial condition of Sovereign.
4. As discussed in greater detail in Sovereign's proxy statement dated December 19, 2008, Sovereign agreed on October 9, 2008 to waive certain restrictions contained in the Investment Agreement dated October 24, 2005 by and between Santander and Sovereign (the "Investment Agreement") on Santander's ability to make an acquisition proposal for Sovereign at a price lower than $38.10 per share. Sovereign requested that Santander waive restrictions imposed by the Investment Agreement on Sovereign's right to solicit and respond to third-party acquisition proposals at a price lower than $38.10 per share. Santander declined to agree to this request.
5. On October 11, 2008, the non-Santander directors of Sovereign learned that two of the Santander-designated directors of Sovereign had met with senior representatives of the OTS on October 8, 2008 and discussed with representatives of the OTS, among other matters, the financial condition of Sovereign.
6. As part of its advice to the Sovereign Board (excluding the Santander directors), Barclays Capital Inc. advised the Board that, under the circumstances applicable to Sovereign, any offer to acquire Sovereign, regardless of price, would have to be taken seriously.
(d) Exhibits Exhibit No. Description 99.1 Summary Notice and Description of the Terms of the Settlement Agreement |
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