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Sidhu: Sovereign shareholders, workers deserve more

Former Sovereign Bank CEO Jay Sidhu says Santander isn't paying enough to acquire his bank.

Jay S. Sidhu won't comment on news reports he helped lead a last-ditch offer to buy his old company, Sovereign Bancorp, before Banco Santander completes the takeover offer it started when he was still boss three years ago.

But Sidhu told me this morning that he is disappointed in the low price Santander is paying. "In the 17 years I was CEO, we made (over 20% average) annual returns for our shareholders. In the last two years, Sovereign has lost 50%" yearly, Sidhu said. "I have tremendous admiration for Santander and for Sovereign and its people. But as a shareholder I'm very disappointed with the substantially lower-than-peer-group returns."

How much value has Sovereign lost as bank stocks plunged after Sidhu's departure? Santander spent $2.4 billion to buy just one-quarter of Sovereign three years ago, when it was $22/share . Now, it's agreed to pay just $2 billion for the remaining three-quarters, at around $3/share.

Irony 1: Sidhu lost his job because dissident shareholders, led by investor and current Sovereign director Ralph Whitworth, insisted in a loud, expensive campaign that the earlier Santander deal came too cheap.

Irony 2: Santander may be getting a bargain (Sidhu calls it "a steal"). Homebuyers are flooding back into the market, at least this week, as mortgage interest rates collapse to 5% and below. But it may come too late for some Sovereign workers: I hear the company circulated an internal memo this week announcing layoffs. No comment, so far, from bank bosses in Boston.

Don't Whitworth and his fellow directors have to sell to Sidhu, if he made a better offer? Nope: This is Pennsylvania, where corporate law allows directors to ignore the highest offer -- even if shareholders would benefit -- if they decide a lower offer is somehow better for customers, neighbors, employees, or other stakeholders. Sidhu used that law to fight Whitworth and the dissidents. Now it can be used against him. (That's Irony 3)