Dime Sues North Fork and FleetBoston On Antitrust Grounds.Business Editors NEW YORK--(BUSINESS WIRE)--March 10, 2000 Suit Claims Conspiracy to Diminish Competition; Seeks to Stop FleetBoston/North Fork From Interfering With Dime/Hudson United Merger and Prohibit Divestiture of FleetBoston Branches to Sovereign Dime Bancorp, Inc. (NYSE NYSE See: New York Stock Exchange : DME (Distributed Management Environment) A network monitoring and control protocol defined by the Open Software Foundation (now The Open Group). DME was not widely used. DME - Distributed Management Environment ) announced today that it has filed suit in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of State Supreme Court against North Fork North Fork, river, c.100 mi (160 km) long, rising in the Ozarks, S Mo., and flowing S, into N Ark., to the White River. Near its mouth is Norfolk Dam (completed 1944), which impounds Norfolk Lake and has a power plant. Bancorporation, Inc. (NYSE: NFB NFB National Federation of the Blind NFB National Film Board of Canada NFB Negative Feedback NFB No Fuse Breaker NFB Normal for Bridgewater (music album) ) and FleetBoston Financial Corporation (NYSE: FBF FBF Forearm Blood Flow FBF Frankfurt Book Fair FBF Feedback Form FBF Frame by Frame (animation technique) FBF FleetBoston Financial Corporation (stock symbol) FBF Fundamental Baptist Fellowship ), alleging that North Fork and FleetBoston have conspired to interfere with the proposed combination of Dime and Hudson United Bancorp (NYSE: HU) in violation of antitrust laws antitrust laws n. acts adopted by Congress to outlaw or restrict business practices considered to be monopolistic or which restrain interstate commerce. The Sherman Antitrust Act of 1890 declared illegal "every contract, combination.... . Dime says the North Fork and FleetBoston strategy is part of a more general effort to diminish competition in a variety of markets in New York and Connecticut, particularly Suffolk County. That strategy includes Fleet's acquisition of Bank of Boston, and its attempt to sell the branches it is required to divest to Sovereign Bancorp (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : SVRN), an institution that is incapable of competing with Fleet. The suit asks the Court to halt North Fork and FleetBoston from making any coordinated offer to acquire Dime or otherwise wrongfully interfere with the proposed Dime/Hudson merger and to prohibit the proposed divestiture of FleetBoston branches to Sovereign. "North Fork's unsolicited and hostile proposal makes no sense strategically and financially and is clearly not in the best interest of Dime shareholders. Moreover, it is disruptive to the communities that we serve," said Lawrence J. Toal, Chairman and Chief Executive Officer of Dime. "Since the North Fork proposal was made public, we have warned Dime shareholders of the numerous serious risks inherent in that proposal. Now it is time for FleetBoston and its shareholders to understand that they are at risk, too. The unlawful agreement made by their management with North Fork exposes FleetBoston to potentially serious antitrust issues with significant consequences. We again call upon North Fork to terminate its offer and for FleetBoston to end its conspiracy with North Fork." Among the points made in the suit filed today are the following:
-- "FleetBoston and North Fork entered into an elaborate and convoluted
agreement to achieve the twin anticompetitive goals of (a) scuttling the
Dime/Hudson merger and (b) acquiring Dime at or below the market price and
dividing the spoils. As part of this scheme, Fleet agreed that it would not
compete with North Fork in bidding for Dime or the combined Dime/Hudson for two
years. Fleet and North Fork hoped not only to derail the formation of a strong
new competitor, but also to acquire Dime branches at a price lower than they
would have to pay if they competed to purchase these branches."
-- "The combination of Fleet, North Fork and Dime will create a dominant bank
in at least the New Haven and Suffolk County banking markets. In the Suffolk
County market, the new bank will have a market share among commercial banks of
43%, which is over twice the market share of the next ranking bank. Applying
the Herfindahl-Hirschman Index ("HHI") of market concentration, the post-merger
HHI will be 2402, with an increase of 1018 points. . . In the New Haven market,
the three-way combination will have a market share of 35%, compared to the next
largest bank with 22%. The post-merger HHI will be 2303 with an increase of
401. . . These market shares, post-merger market concentration levels and
concentration increases are all far above the guidelines of the Department of
Justice and Federal Reserve - which consider a bank merger to raise significant
competitive issues if the post-merger HHI is above 1800 with an increase of
more than 200 - and provide prima facia evidence that the transaction will
substantially lessen competition."
The suit also contends that Fleet intentionally sought Sovereign, a weak buyer, for the branches it was required to divest in its acquisition of BankBoston Corporation. The divestiture was required to ensure competition in the merged FleetBoston markets. Sovereign lacks the tangible equity, the market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. , the size and the resources to be an effective competitor to FleetBoston. As a consequence, Sovereign has been required to take the unprecedented action of purchasing the branches in three stages. Moreover, the complaint states, "Sovereign is attempting to undertake an integration of out-of-market divested branches that is unprecedented in relation to its size. Sovereign has no prior experience in integrating an acquisition of this size from a considerable distance and it may still be in the process of completing the integration of other recent large acquisitions. The difficulty of the integration creates a serious risk that Sovereign will be unable to compete effectively." The Dime Savings Bank savings bank, financial institution that, until recently, performed only the following functions: receiving savings deposits of individuals, investing them, and providing a modest return to its depositors in the form of interest. of New York, FSB (FrontSide Bus) See system bus. FSB - front side bus (www.dime.com), is a regional bank currently serving consumers and businesses through 127 branches located throughout the greater New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. metropolitan area. Directly and through its mortgage-banking subsidiary, North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. Mortgage Company (www.namc.com), Dime also provides consumer loans, insurance products and mortgage banking services throughout the United States. Investors and security holders are advised to read Dime's proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with respect to the proposed Dime and Hudson merger, and any amendments or supplements thereto when they become available, and any solicitation recommendation statement regarding North Fork's proposal when it becomes available, because each of these documents, filed with the Securities and Exchange Commission, contains, or will contain, important information. Investors and security holders may obtain a free copy of these documents currently available and such others when available and other documents filed by Dime with the SEC at the SEC's Internet web site at www.sec.gov. These documents may also be obtained for free from Dime by directing such requests to: Dime Bancorp, Inc., Investor Relations Investor relations The process by which the corporation communicates with its investors. Dept., 589 Fifth Avenue, New York, New York, telephone: (212) 326-6170. |
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