Hostile Takeovers Won't Fade, Some Say, despite Easy Market

By Matthews, Gordon | American Banker, September 29, 1997 | Go to article overview

Hostile Takeovers Won't Fade, Some Say, despite Easy Market


Matthews, Gordon, American Banker


With so many banks apparently eager to sell out, these days the idea of a hostile takeover bid seems almost quaint - but some experts think that is misleading.

Though hostile takeover efforts will never be numerous because of the difficulty and expense, "they will always be with us," J. Michael Shepherd, a San Francisco banking lawyer, said last week.

They are more accepted by investors than ever, he said. Indeed, bank shareholders who have grown accustomed over the past several years to high valuations are increasingly action-oriented.

Moreover, the virtually pristine caliber of loan portfolios across the banking industry in the seventh year of the current economic recovery has removed one of the primary hurdles to unsolicited merger offers.

"Asset quality is so good that a hostile bidder doesn't need the active assistance of the target," said Mr. Shepherd, a former senior deputy comptroller of the currency who is a partner in the law firm of Brobeck, Phelger & Harrison.

"Due diligence is not so critical right now. In fact, you could be 100% wrong and still not do a bad deal," he said.

At the same time, the recent wave of banking deals has shrunk the pool of potential white knights who might come to the rescue of a bank targeted by an unwanted suitor, noted Ronald H. Janis, a banking lawyer and partner in the firm of Pitney, Hardin, Kipp & Szuch.

He also suggested that a shift in the nation's economy and in earnings prospects for banks could divide banking stocks into have and have-not categories, setting the stage for hostile bids.

In particular, Mr. Janis suggested, proposals for mergers of equals by banks, with minimal premiums for shareholders, might provoke hostile activity.

The takeover climate might also be changed if the use of pooling-of-interests accounting declines. And, of course, the landscape could be reshaped in favor of more aggressive acquisitions if Congress passes banking reform legislation.

Both Mr. Shepherd and Mr. Janis spoke at the third annual Forum on Bank & Financial Institution Mergers, Acquisitions and Strategic Alliances, sponsored by American Banker and the Strategic Research Institute. …

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