RESTON, Va., Aug. 6 /PRNewswire-FirstCall/ -- In response to numerous
inquiries about its pending merger, SLM Corporation (NYSE: SLM) reaffirmed
that its merger with an affiliate of J.C. Flowers & Co., Bank of America
and JPMorgan Chase ("Buyer") can and should be consummated in October 2007.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030617/SLMLOGO-a)
Sallie Mae has been advised by the Buyer that FDIC approval for the
application pending before the FDIC regarding the transfer of Sallie Mae
Bank is likely to be obtained in September. If FDIC approval is not
obtained in September, Sallie Mae believes it can take steps that will
trigger the Buyer's debt marketing period beginning in September. Subject
to shareholder approval, all other material conditions to closing the
transaction will have been met on Aug. 15, 2007. Termination of the waiting
period required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 was granted on June 18, 2007. The special meeting of shareholders to
consider and vote on the merger agreement is scheduled to be held Aug. 15,
2007.
The Company reaffirms its confidence that legislative proposals
currently being considered by the U.S. Congress would not, if enacted,
constitute a Material Adverse Effect ("MAE") under the merger agreement.
Legislation only would be relevant for MAE consideration to the extent its
adverse impact materially exceeds the adverse impact of the matters already
disclosed to the Buyer before the signing of the merger agreement. Sallie
Mae estimates the adverse impact of existing legislative proposals on
projected 2008-2012 net income to be less than 10 percent as compared to
the matters already disclosed to the Buyer. Under applicable legal
standards, this impact would not constitute an MAE.
The Company noted that the Buyer apparently shares its view that
enacted legislation must be materially more adverse than proposed
legislation to constitute an MAE. At the May 31, 2007 presentation to its
limited partners, J.C. Flowers & Co. made the following written statement:
" ... Legislation enacted by Congress that would be materially [italics
added] adverse to Sallie Mae as compared to the proposed legislation
disclosed in the SLM 2006 10-K could trigger a material adverse effect."
A more detailed MAE discussion will be included with the Company's
Second Quarter 10Q, which will be filed tomorrow morning.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER HAS BEEN FILED
WITH THE SEC:
In connection with the proposed merger, Sallie Mae filed its proxy
statement with the Securities and Exchange Commission (the "SEC") on July
18, 2007. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND
THE PARTIES TO THE MERGER. Investors and security holders may obtain a free
copy of the proxy statement and other relevant documents filed with the SEC
from the SEC's website at http://www.sec.gov. Sallie Mae's security holders
and other interested parties may also obtain, without charge, a copy of the
proxy statement and other relevant documents by directing a request by mail
or telephone to Investor Relations, SLM Corporation, 12061 Bluemont Way,
Reston, Va. 20190, telephone 703/984-6743, or from Sallie Mae's Web site,
http://www.salliemae.com.
Sallie Mae and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from Sallie Mae's shareholders with respect to the
Merger. Information about Sallie Mae's directors and executive officers and
their ownership of Sallie Mae's common stock is set forth in the proxy
statement as filed with the SEC on July 18, 2007.
SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, is the
nation's leading provider of saving- and paying-for-college programs. The
company manages $153 billion in education loans and serves nearly 10
million student and parent customers. Through its Upromise affiliates, the
company also manages $18 billion in 529 college-savings plans, and 8
million members have joined Upromise to help save for college with rewards
on purchases at nearly 70,000 places. Sallie Mae and its subsidiaries offer
debt management services as well as business and technical products to a
range of business clients, including higher education institutions, student
loan guarantors and state and federal agencies. More information is
available at http://www.salliemae.com. SLM Corporation and its subsidiaries are
not sponsored by or agencies of the United States of America.
SOURCE SLM Corporation
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Related links:
http://www.salliemae.com/
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20030617/SLMLOGO-a
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
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CONTACT:
Investors, Steve McGarry, +1-703-984-6746, or
Media, Martha Holler, +1-703-984-5178, both of SLM Corporation
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