Filed by
Banco Santander, S.A.
This
communication is filed pursuant to Rule 425 under the Securities Act of
1933, as amended.
Subject
Company:
Sovereign
Bancorp, Inc. (Commission File No.: 001-16581)
Date:
September 8, 2009
On
September 8, 2009, Sovereign Bancorp, Inc. issued the following
statement:
STATEMENT
BY SOVEREIGN BANCORP, INC. WITH
RESPECT
TO EXCHANGE OFFER BY SANTANDER
FINANCIAL
EXCHANGES LIMITED
September
8, 2009
Sovereign
Bancorp, Inc. (“Sovereign”) has elected to
express no opinion and remain neutral toward Santander Financial Exchanges
Limited’s offer to exchange, subject to the terms and conditions set forth in
the Prospectus dated August 25, 2009, up to a total of 6,400,000 10.5%
Non-Cumulative Guaranteed Series 10 Preferred Securities (par value $25 per
security) fully and unconditionally guaranteed by Banco Santander, S.A. to be
issued by Santander Finance Preferred, S.A. Unipersonal (the “New Securities”), plus a cash
payment (including accrued but unpaid distributions, plus a cash exchange
incentive payment up to an aggregate amount of $20.0 million, plus cash amounts
in lieu of any fractional New Securities), for any and all of Sovereign’s 7.300%
Depositary Shares (liquidation preference $25 per security), each representing a
1/1,000th interest in a Share of Series C Non-Cumulative Perpetual Preferred
Stock of Sovereign (the “Existing Securities”) and
issued on April 26, 2006 (CUSIP No. 845905405 and ISIN
US8459054057).
Sovereign
believes that each holder of Existing Securities should make its own decision as
to whether to tender its Existing Securities in the exchange offer. Sovereign
believes that the determination whether to tender is a financial decision to be
made by each holder of Existing Securities, in consultation with the holder’s
financial advisor, based on the terms of the exchange offer being made by
Santander Financial Exchanges Limited. For these reasons, Sovereign
believes that it is not appropriate for it to make a recommendation to holders
regarding the tender of their Existing Securities in the exchange offer and
expresses no opinion as to the course of action that holders should
take.
This
statement is being made by Sovereign pursuant to Rule 14e-2 under the U.S.
Securities Exchange Act of 1934.
This
statement shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.