For the first time in its history, Banc One Corp. last week hired an outside merger adviser, retaining UBS Securities Inc. to consult in its unsolicited offer for Bank of Boston Corp.
Banc One sent the unsolicited $45-a-share bid to Bank of Boston last Friday while that bank was in merger talks with CoreStates Financial Corp.
Bank of Boston broke off talks with CoreStates late Saturday night, and Banc One withdrew its bid Monday.
The hiring of UBS marked a major break from tradition at Banc One, which is noted for amassing a vast multistate franchise relying entirely on in- house strategic and legal advisers.
"Because of the type of the transaction, an unsolicited offer, we thought it was important we picked someone we respected and who understood Wall Street," and whom bank executives could use as a sounding board, said William Boardman, a senior executive vice president who has been in charge of strategic planning at Banc One for 12 years.
Richard Barrett, managing director at UBS Securities, filled that bill, he said. Mr. Barrett recently arrived at UBS from Salomon Brothers, which he left in April.
Banc One chief executive John B. McCoy said he was concerned that a merger of equals would hurt Bank of Boston and CoreStates shareholders. Some observers said that Banc One was interested in acquiring CoreStates, and that the late bid was an attempt to scuttle any deal between the two potential Banc One targets.
Mr. Boardman said the bank would use an investment banker again only if the transaction was as touchy. For the vast majority of deals, he said, Banc One would continue to entrust mergers to in-house strategic experts. "We have a staff of people here as good as any investment bank."
