This class action and shareholder derivative suit arose out of the announcement of the merger of Banco Santander, S.A. and ("Santander") Sovereign Bancorp, Inc. ("Sovereign"). Plaintiffs alleged that defendants breached their fiduciary duties and issued materially false and misleading statements in connection with Banco Santander's proposed purchase of the shares of Sovereign that Santander did not already own pursuant to a transaction agreement.

A full evidentiary hearing on plaintiffs' motion for a preliminary injunction began on January 12, 2009 and continued for six days. Multiple witnesses testified at the hearing. With the assistance of the Court, the parties agreed to settle the case. By order dated April 17, 2009, the Court approved the settlement.

The settlement provided for additional disclosures regarding the background of the proposed transaction and Santander's reasons for entering into the proposed transaction; a reduction in the amount of the termination fee set forth in the transaction agreement; special provisions that protect existing Pennsylvania employees of Sovereign from additional layoffs and that assure certain Sovereign employees of severance packages if Sovereign terminates their employment without cause; payment of Santander ADSs representing 100 shares of Santander ordinary shares to every employee of Sovereign employed on the closing date; and guarantee of the payment of the previously announced Santander dividend or an amount equal to this dividend to all Sovereign shareholders who exchange their shares in connection with the proposed transaction.

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