Magazine article American Banker

Skirting Board, Ahmanson Takes Offer to Great Western's Shareholders

Magazine article American Banker

Skirting Board, Ahmanson Takes Offer to Great Western's Shareholders

Article excerpt

After two weeks without a response from Great Western Financial Corp., H.F. Ahmanson & Co. is taking its hostile merger bid directly to Great Western's shareholders.

Ahmanson said Monday it has begun a so-called consent solicitation, which entails seeking shareholder support for the merger, as well as for four amendments to Great Western's bylaws.

Great Western has "taken a series of actions that have delayed the ability of Great Western's stockholders to express their view on our proposal," the statement said.

Ian Campbell, a Great Western spokesman, would give no indication when or if the company would respond. "We're going to respond to their proposal in due course and in a deliberate manner, and the actions we have been taking are to ensure that there is no rush to judgment," Mr. Campbell said.

Most observers believe the thrift is holding out for a better offer or for a third-party bidder. Washington Mutual Inc. of Seattle is considered the most likely candidate.

Great Western has also indefinitely delayed its annual shareholders meeting, originally scheduled for April 22, and engaged in some legal skirmishing to ward off Ahmanson's hostile bid.

But legal experts said Great Western has a hole in its takeover defense. Its shareholders are not prohibited from acting on the bid by written consent.

In addition to seeking support for the takeover, Ahmanson wants shareholders to agree to place a $100 million cap on any breakup fee that Great Western might grant to attract a white knight bidder. …

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