Ira Romoff: Sovereign Buys Independence Bank “A lot happened at Independence last week and we are very excited about what it means for you and your lessees, as well as for our staff and shareholders of ICB. “The agreement between Independence and Sovereign brings together two strong financial institutions to create a Northeast region powerhouse. Independence will be the Metro New York Market Division of Sovereign, which becomes the 18th largest bank in America. With $81 billion in assets and deposits of more than $47 billion, we will have a network of 800 branches, stretching from New England to New York to New Jersey to Philadelphia to eastern Pennsylvania. “With the merger not expected to take place until July 2006, you can count on the ICB Leasing Team to continue to serve your financial needs with the same professionalism and commitment you have come to expect from us. Many questions have to be answered and will be resolved in the near future. For now, it's business as usual for us. While we always appreciate your business, we need to rely on you now more than ever to see that ICB Leasing continues to grow and prosper. “Rates increased throughout the month, our next Fed Chairman was nominated, yet another hurricane (that cancelled my trip to Boca) wrecked the ELA convention, oil prices are down, inflation worries are up, etc. etc. Unfortunately, we can't hold rates, and have to move up 15 basis points this month. Each month we set rates for the approvals during the month. We then hold our credit approvals for 90 days and also lock the rate for 60 days. Call for app only rates.” ### Press Release ####### Independence Community Bank Corp. to be Acquired by Sovereign Bancorp in Cash Transaction at $42 per Share Independence President Alan H. Fishman to Become President and COO Of Sovereign Bank and Chairman and CEO of Sovereign Bank's Metro New York Market Division BROOKLYN, NY, and PHILADELPHIA, PA, Monday, October 24, 2005 --- Independence Community Bank Corp. (“Independence”) (NASDAQ: ICBC), and Sovereign Bancorp, Inc. ("Sovereign") (NYSE: SOV), parent company of Sovereign Bank, announced today they have reached a definitive agreement for Sovereign to acquire 100% of Independence Community Bank Corp. of Brooklyn, New York, for $42 per share in cash, representing an aggregate transaction value of $3.6 billion. Independence has $18.5 billion in assets and is a leading community bank and multifamily lender in the Metro New York area. The combined company, with over $80 billion in assets, solidifies Sovereign's position among the top 10 banks in the northeastern United States and the top 20 banks in the entire country. This transaction gives Sovereign the No. 9 deposit market share in the very attractive Metro New York market. Simultaneously, Sovereign announced that it has reached an agreement with Grupo Santander, the 9th largest bank in the world as ranked by market capitalization, whereby the Madrid, Spain-based banking group will become Sovereign's financial partner and largest shareholder through the purchase of approximately 90 million shares for $2.4 billion in cash at a purchase price of $27 per share. Independence President & CEO Alan H. Fishman said, “Sovereign is an outstanding partner for our employees, customers and communities. They share our vision of unmatched customer service. With Sovereign's and Santander's support, this partnership will provide greater resources to expand our presence in our key markets and enhance our growth and profitability using our proven successful business model.” Jay Sidhu, Sovereign Bancorp's Chairman, President and Chief Executive Officer, said, “The acquisition of Independence is a logical next step, as it allows us to enter the last large market within our northeastern footprint where we did not previously have a presence. As the No. 9 bank in the New York metro market, we will be a leader in the most dynamic banking market in the United States. Our strengths, in consumer and commercial banking, can only add to the compelling franchise Independence has built and add to our revenue stream. We expect to execute long-term contractual relationships with the senior management of Independence to motivate them to continue to build the company profitably,” added Sidhu. Mr. Sidhu will continue to be Chairman, President and CEO of Sovereign Bancorp. Mr. Fishman, currently President and CEO of Independence, will become President and COO of Sovereign Bank and Chairman and CEO of the Metro New York Market. In addition, an Independence outside director is expected to join Sovereign's board. The acquisition of Independence is subject to approval by the shareholders of Independence. Both transactions are also subject to approval by various regulatory authorities, and are expected to close on or about July 1, 2006. Merrill Lynch & Co. was financial advisor and provided a fairness opinion to Independence. Lehman Brothers provided a fairness opinion to Independence. Simpson Thacher & Bartlett LLP acted as legal advisor. Citigroup Corporate and Investment Banking acted as principal financial advisor to Sovereign. Sovereign used two additional financial advisors, Bear, Stearns & Co. Inc. and JP Morgan Chase, to provide advice on certain other aspects. Stevens & Lee acted as legal advisor. Independence Community Bank Corp. (“Independence”) (NASDAQ: ICBC), is the holding company for Independence Community Bank. The Bank, originally chartered in 1850, currently operates 123 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. Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), is the parent company of Sovereign Bank, a $60 billion financial institution with more than 650 community banking offices, over 1,000 ATMs and approximately 10,000 team members with principal markets in the Northeast United States. Sovereign offers a broad array of financial services and products including retail banking, business and corporate banking, cash management, capital markets, trust and wealth management and insurance. Sovereign is the 19th largest banking institution in the United States. For more information on Sovereign Bank, visit <http://www.sovereignbank.com> or call 1-877-SOV-BANK. Santander (SAN.MC, STD.N) is the 9th largest bank in the world by market capitalization and the largest in the Euro Zone. Founded in 1857, Santander has 63 million customers, 10,099 offices and a presence in over 40 countries. It is the largest financial group in Spain and Latin America, and is a major player elsewhere in Europe, including the United Kingdom through its Abbey subsidiary and Portugal, where it is the third largest banking group. Through Santander Consumer it also operates a leading consumer finance franchise in Germany, Italy, Spain and nine other European countries. In 2004, Santander recorded 3.6 billion euro in net attributable profits. In Latin America, Santander manages over US$130 billion in business volumes (loans, deposits and off-balance sheet assets under management) through 4,100 offices in 10 countries. For Information, Call Frank W. Baier, Chief Financial Officer, Independence Community Bank
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