The Student Loan Corporation (the "Company”) (NYSE:STU) today announced
that it and the other named defendants have entered into a memorandum of
understanding with plaintiffs’ counsel in connection with putative class
action lawsuits filed in the Chancery Court for the State of Delaware
and the Superior Court of the State of Connecticut in connection with
(i) the Company’s merger agreement with Discover Financial Services
("Discover”) and the merger contemplated thereby (the "DFS Merger”);
(ii) the Company’s agreement with SLM Corporation pursuant to which
affiliates of SLM Corporation will acquire from the Company certain
securitized federal student loans and related assets; and (iii) the
Company’s agreement with Citibank, N.A. ("Citibank”), pursuant to which
Citibank will acquire from the Company certain federal and private
student loans and other assets.
Under the terms of the memorandum, The Student Loan Corporation, the
other named defendants, and the plaintiffs have agreed to settle the
lawsuits, subject to court approval. The Company and the other
defendants deny all of the allegations of wrongdoing in the lawsuits and
believe their actions and the relevant disclosures with respect to such
actions are appropriate under the law. Nevertheless, the Company and the
other defendants have agreed to settle the putative class action
lawsuits in order to avoid the burden and expense of continued
litigation.
Pursuant to the terms of the memorandum, subject to the effectiveness of
the DFS Merger and certain other customary conditions, including court
approval of a final settlement agreement, in consideration for the full
settlement and release of all defendants, the amount of $2.50 cash per
share will be distributed by Citibank to those persons who are the
Company’s stockholders of record immediately prior to the effective time
of the DFS Merger (excluding Citibank, Discover and their affiliates).
At this point, the settlement agreement is not final and is subject to a
number of future events including approval of the settlement by the
Court. There can be no assurance as to the timing of the payments
described above.
About The Student Loan Corporation
The Student Loan Corporation (NYSE: STU) is one of the nation's leading
originators and holders of student loans providing a full range of
education financing products and services to meet the needs of students,
parents, schools and lenders. The company was previously a division of
Citibank and became a NYSE-listed corporation in 1992. Citibank, N.A. is
the majority shareholder. Citibank was one of the first banks to finance
higher education, beginning in 1958.
For information or inquiries regarding student loans, please call
1-800-STUDENT. Customers with Telecommunication Devices for the Deaf
(TDD) may call 1-800-846-1298. College planning and financing
information is also available at www.studentloan.com.
Forward-Looking Statements
Certain statements in this document are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations
and are subject to uncertainty and changes in circumstances. Actual
results may differ materially from those included in these statements
due to a variety of factors. More information about these factors is
contained in the Company's filings with the U.S. Securities and Exchange
Commission.
