H.F. Ahmanson & Co. said Wednesday that shareholders of Great Western Financial Corp. have spoken-and they want a chance to consider Ahmanson's acquisition offer.
The Irwindale, Calif.-based thrift, which has been trying to break up Great Western's proposed merger with Washington Mutual Inc. for more than a month, said it was successful on three of the five proposals on its consent solicitation.
The most important of the three proposals asks Great Western's board to hold its meeting by May 6. Holding the meeting soon is important to Ahmanson's cause because the thrift has proposed three directors of its choosing for election to Great Western's board.
If elected, those directors would likely give Ahmanson's unsolicited offer, launched in mid-February, a better chance of being accepted, Ahmanson spokespeople have said.
Great Western, which has postponed the annual meeting indefinitely, said a final tabulation of the vote remains to be completed by an independent auditor. "What is clear, however, regardless of the outcome, the consent covered only certain very specific bylaw resolutions," Great Western said.
Wednesday's development "is quite significant," said Thomas O'Donnell, an analyst at Smith Barney. "This is the shareholders speaking."
The more immediate effect of the news could be a bump to Ahmanson's stock price, and therefore to its merger offer, he said.
In trading Wednesday, shares of Ahmanson slipped 25 cents, to $36.875. Washington Mutual shares fell $1.312, to $48.062. And Great Western shares fell 62.5 cents, to $41.75.
Great Western noted that the three proposals are not yet necessarily approved. The final tally depends on the total number of votes both for the proposals, which Ahmanson has collected, and those against the proposals, which Great Western has collected.
If the no-votes, or revocations, bring down the total of yes-votes to below 50% of outstanding shares of Great Western, then the proposal does not pass.
Ahmanson has sent in its consents on the three proposals to Great Western's corporate secretary, which freezes the process on those proposals-meaning that no more revocations can be received.
Great Western would not say when the final tally would be made public.
Ahmanson said it also received enough votes to pass a proposal to bar Great Western's board from adjourning a meeting at which a quorum is present until all the business brought forward is acted on. Ahmanson also said it has enough votes to pass a requirement that forbids the board from amending a bylaw without approval from a majority of Great Western's shareholders.
The process on two remaining proposals is still open. The most important of those is something that Charles R. Rinehart, the chief executive of Ahmanson, has been calling for from the beginning-access to Great Western's books and negotiations. u