Gone are the days when bankers would hammer out merger terms over bourbon and cigars. Today the dollars are bigger, the stakes are higher, and negotiations are much colder and less personal.
Executives at regional banking companies have learned that the way to get the most money for shareholders is to bring in teams of investment bankers and lawyers and hold an auction.
First Commerce Corp. of New Orleans and Deposit Guaranty Corp. of Jackson, Miss., are two recent examples of companies that put themselves "in play" and then watched competitors bid up the price.
Today preliminary bids are due for First Commercial Corp. of Little Rock, Ark.; final offers are due by Friday, said people familiar with the situation. A sale of Arkansas' biggest banking company could be agreed to early next week.
First Commercial has hired investment banks Morgan Stanley, Dean Witter, Discover & Co. and Keefe, Bruyette & Woods Inc. A book is now circulating, and several banking companies are poring over its pages, said people familiar with the situation. Potential suitors are said to include Banc One Corp., Norwest Corp., Mercantile Bancorp., Union Planters Corp., Amsouth Bancorp., and Hibernia Corp.
Auctions are not new to banking, but analysts said they have become more frequent as the list of desirable franchises grows shorter.
"Quality franchises get overtures, so the thinking goes, 'Why not make yourself open to bid?'" said Eric Rothman, bank analyst at Stephens Inc., Little Rock. "The name of the game now is getting the most bang for your buck."
He added that auctions would likely become more prevalent this year, as regional banking companies like First Commercial decide to sell rather than face the technology expenses needed to solve the year-2000 problem.
Of the companies said to be interested in First Commercial, Mercantile of St. Louis operates the most branches in Arkansas and conceivably could wring out the most costs in an acquisition. Mercantile has 50 branches in the state and the third-largest deposit share, according to SNL Securities.
Union Planters has 27 Arkansas branches and ranks seventh in deposit share.
The other banks said to be interested in First Commercial do not operate in Arkansas, but Banc One is expected to make a serious bid to add to the franchise it is building in Louisiana, Oklahoma, and Texas.
The company is expected to sell in the range of $67 to $69 per share, which would be a modest 9.7% premium over its market price Friday.
Auctions don't always produce a big premium, or even a sale. Analysts recall that Hibernia made it known a year ago it would entertain bids, but the company is still independent.
Nevertheless, with bank executives more sensitive to "maximizing shareholder value" than before, the urge to get the most money possible by hiring investment bankers and lawyers to field bids isn't expected to dampen any time soon.
It appears that Canada may be the last bastion for deals made the old- fashioned way.
People familiar with negotiations in the merger-of-equals announced Jan. 26 between Bank of Montreal and Royal Bank of Canada said that talks began when Royal Bank chairman and chief executive John E. Cleghorn showed up unannounced at Bank of Montreal's Christmas party. He asked to see Matthew W. Barrett, Bank of Montreal's chairman and chief executive.
"They met over egg nogs, and Cleghorn broached the subject that they should merge," said a person close to the negotiations. "The deal was done over the Martin Luther King Day weekend."
Negotiations were so amiable that neither side wanted to name a chairman until some future date, but ultimately it was decided that Mr. Cleghorn and Mr. Barrett should split the duties.
