First Chicago Corp. and Detroit's NBD Bancorp said Wednesday that they would merge as equals, in the latest of a wave of consolidation deals reshaping the banking industry.
The transaction, valued by SNL Securities at $5.1 billion, would create a company with a pro forma market capitalization of $10.7 billion, divided almost equally between shareholders of the two companies.
First Chicago NBD Corp., as the new entity is to be called, would be headquartered in Chicago and have $120 billion of assets. It would rank as seventh-largest in the nation, just behind the newly unveiled combination of First Union Corp. and First Fidelity Bancorp.
The combined institution would dominate banking in much of the industrial Midwest, with the No. 1 market shares in Illinois, Michigan, and Indiana.
Wall Street's reaction to the deal was mixed. Some investment professionals applauded it. Others speculated that First Chicago had acted too defensively and might have obtained more for its shareholders in a straight sale.
"They married well," said analyst George M. Salem of Gerard Klauer Mattison & Co., New York. "But you wonder if First Chicago couldn't have gone another way."
First Chicago had recently been cited as a takeover candidate by Mr. Salem, Michael L. Mayo of Lehman Brothers, and others.
Others remarked on the planned management arrangement, which they viewed as drawing more obviously from the NBD executive pool.
On the New York Stock Exchange, shares of First Chicago fell $1.125, to $59.50, and NBD shares rose $1.625, to $34.125.
Under the merger agreement, First Chicago's owners would get 1.81 shares of common stock in the new company for each of their current common shares. Each NBD common share would remain outstanding and represent one share of the new company.
After the exchange, it is expected that First Chicago shareholders would own about 50.1% of the common equity in the combined company, and NBD shareholders, 49.9%.
First Chicago chairman Richard L. Thomas and NBD chairman Verne G. Istock asserted that the merger would supply "the critical mass and resources to invest aggressively in the technology required to be a highly effective and successful competitor."
Mr. Thomas would become chairman of the new company after the deal was completed, probably in the first quarter of next year, with Mr. Istock as president and chief executive officer.
Mr. Istock would assume the chairmanship, however, upon Mr. Thomas' retirement, scheduled for May 20, 1996.
Leo Mullin, president of First Chicago and a 15-year veteran of the company, has chosen to resign as a result of the merger.
In a statement, Mr. Mullin expressed unqualified support for the deal but added: "Regretfully, my own aspirations will have to be realized elsewhere."
In presentations to the news media and analysts, First Chicago and NBD officials asserted the deal would be "immediately accretive to 1996 earnings per share."
Shareholders would benefit, they said, from annual cost savings of about $200 million, or about 6% of the combined companies' cost base.
Also, First Chicago and NBD would buy back about $300 million of common stock before consummating the merger. An estimated $225 million restructuring charge would be taken for merger costs.
Three other executives would be named vice chairmen and form an "office of the chairman" with Mr. Thomas and Mr. Istock in the new company. The three are Thomas H. Jeffs 2d, president of NBD; David J. Vitale, vice chairman of First Chicago; and Scott P. Marks Jr., executive vice president of First Chicago.
Lazard Freres & Co., New York, was investment adviser to First Chicago in arranging the deal. Montgomery Securities, San Francisco, advised NBD.
