H.F. Ahmanson & Co. said Monday it will no longer wait for Great Western Financial Corp. to respond to its unsolicited takeover bid, and instead will launch a hostile tender offer.
Ahmanson wants to offer Great Western shareholders the same terms that it proposed to management-1.2 Ahmanson shares for each Great Western share. At current prices, Great Western holders would receive $48 a share, or a 7.6% premium over Great Western's market price.
Before the offer can begin, Ahmanson must get clearance from the Securities and Exchange Commission. Mary Trigg, a spokeswoman for the Irwindale, Calif., thrift company, said she couldn't predict the timing but expects SEC permission "within several weeks."
Ahmanson acknowledged that its sudden change of strategy reflects a failure to force Great Western into merger negotiations through a proxy contest.
"We felt we heard Great Western shareholders in the consent solicitations saying they want a level playing field," Ms. Trigg said. "Despite that, the Great Western board will not sit down and negotiate with us. We felt we needed to go to the shareholders and let them decide."
Time is of the essence for Ahmanson to win support for its offer, in view of Great Western's annual meeting scheduled for June 13. Some observers not involved in the deal believe that is also the day Great Western intends for its shareholders to vote on the friendly merger offer from Washington Mutual Inc. of Seattle.
Ahmanson's latest move may be related to fears that Washington Mutual and Great Western are nearly ready to issue the necessary public documents to stage that shareholder vote.
"It's not necessarily logical at this point in time" for Ahmanson to seek salvation from the shareholders, said Ronald H. Janis, a partner at Pitney, Hardin, Kipp & Szuch of Morristown, N.J., and a veteran of numerous bank mergers. "They could have made this offer at the very beginning."
Wells Fargo & Co., he observed, made a tender offer to First Interstate Bancorp shareholders immediately after First Bank System Inc. made what turned out to be a losing white knight bid.
Ahmanson instead threw its weight behind an attempt to convene a special meeting of shareholders in advance of Great Western's annual board meeting.
A majority of Great Western shareholders voted in favor of the early meeting through consent solicitations, but Great Western bought time by raising questions about how the vote was counted. As a result, the meeting day that Ahmanson wanted-May 6-has come and gone.
While Ahmanson awaits permission from the SEC, Great Western and Washington Mutual can put their merger plan to a shareholder vote June 13 if they file proxy documents with the SEC by Thursday. Twenty business days are needed between mailing proxy materials to shareholders and the meeting date.
"You can file a joint proxy statement confidentially with the SEC and have them look over it," Mr. Janis said. "As soon as they approve it, you go public and they're probably preparing to do that."
Great Western sources declined to discuss what they have in mind. But they said they were well aware of what steps need to be taken for a June 13 vote.
"I wouldn't discourage that line of speculation," said one person close to Great Western.
Ahmanson shares rose 62.5 cents Monday, to $40, while Washington Mutual closed 50 cents, to $52.68. Ahmanson's offer is 1.4% higher than Washington Mutual's.
