Business Services Industry
Doral Financial Board Authorizes Discussions with FBOP
Business Wire, June 5, 2007
SAN JUAN, Puerto Rico -- Doral Financial Corporation (NYSE:DRL) today stated that, following a review by its board of directors of the previously reported unsolicited proposal letter received from FBOP Corporation, a privately held bank holding company, the board has directed Doral's management team and advisors to meet with representatives of FBOP to discuss and seek to clarify the terms of that proposal, including a process for FBOP to conduct due diligence, a condition described in FBOP's letter. The Doral board also authorized such diligence, subject to FBOP's execution of an appropriate confidentiality agreement.
Doral's board has reached no conclusion as to whether or not the FBOP proposal constitutes a "Superior Proposal" under the existing Stock Purchase Agreement dated as of May 16, 2007, with Doral Holdings Delaware, LLC, or Holdings, a newly formed entity in which Bear Stearns Merchant Banking and other investors, including Marathon Asset Management, Perry Capital, the D.E. Shaw group, Tennenbaum Capital Partners, Eton Park Capital Management, Goldman Sachs & Co., Canyon Capital Advisors and GE Asset Management, will invest. The Stock Purchase Agreement with Holdings remains in full force and effect.
Doral said there is no action for Doral shareholders to take at this time with respect to the FBOP proposal.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, the Company has filed a preliminary proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and securityholders may obtain a free copy of the proxy statement, when it is available, and other documents filed by the Company at the Internet worldwide website maintained by the Securities and Exchange Commission at http://www.sec.gov. In addition, documents filed by the Company are available at the Securities and Exchange Commission public reference room located at 100 F Street, N.E., Washington, D.C. 20594. Investors and securityholders may call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room. Free copies of all of the Company's filings with the Securities and Exchange Commission may also be obtained (without exhibits) by directing a request to or accessing www.doralfinancial.com.
Doral Financial Corporation Investor Relations & Media: (787) 474-6711 Olga Mayoral-Wilson, APR Executive Vice President Chief Communications Officer Corporate Communications Olga.mayoral@doralfinancial.com Lucienne Gigante Vice President Investor Relations Corporate Communications Lucienne.gigante@doralfinancial.com
PARTICIPANTS IN THE SOLICITATION
The Company and its directors may be deemed to be soliciting proxies from the Company's shareholders. Information regarding the Company's directors is available in the Company's annual report of Form 10-K for the fiscal year ended December 31, 2006. Additional information regarding the interests of such potential participants will be included in the definitive proxy statement and the other relevant documents filed with the Securities and Exchange Commission when they become available.
FORWARD-LOOKING STATEMENTS
Information set forth in this release contains forward-looking statements, which involve a number of risks and uncertainties. Doral Financial Corporation cautions readers that any forward-looking information is not a guarantee of future events or performance and that actual events and performance could differ materially from that contemplated by the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the transaction and the likelihood of satisfying the conditions thereto, and the future results of the Company following the recapitalization, if completed.
The following factors, among others, could cause actual events or results to differ from those set forth in the forward-looking statements: the risk that regulatory approvals of the transaction on the proposed terms will not be obtained on a timely basis, the risk that final court approval of the litigation settlement or consummation of that settlement will not occur on a timely basis, the risk that the Company will not be able on a timely basis to distribute the Company's proxy statement to solicit approval of the transaction and obtain shareholder approval, the risk that the sale of the New York branches on the contemplated terms and the receipt of regulatory approvals for Doral Bank FSB to pay the contemplated dividend of certain proceeds will not occur on a timely basis, the risk that the necessary regulatory approvals for the transfer to Doral Bank Puerto Rico of the mortgage servicing rights from Doral Financial on the contemplated terms will not be received on a timely basis, the risk that, because of adverse events affecting the Company or its business or otherwise, that one or more conditions to obligations of Holdings to make its investment will not be obtained, the risk that one of more of the investors will fail to fund their investment in Holdings and thus prevent Holdings from consummating its investment in the Company, the risk that the transaction or uncertainties with respect thereto could adversely affect customer relationships or otherwise adversely affect the Company or its business. Additional factors that may affect future results are contained in the Company's annual report on Form 10-K for the year ended December 31, 2006 which is available at the Securities and Exchange Commission's web site at http://www.sec.gov.
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