Bay View Capital Corp.'s deal with CTL Credit Inc. has at least one analyst shaking his head.

Bay View Capital, holding company for $3 billion-asset Bay View Federal Bank, announced Monday that it had signed a definitive agreement to acquire CTL Credit, parent company of California Thrift and Loan.

But Campbell K. Chaney, analyst with Rodman & Renshaw Inc., San Francisco, said he's a bit confused by the deal.

"I really don't know what the thinking behind it was," Mr. Chaney said. "I don't think this is what the large shareholders of the company had in mind, and I'm at a loss as to why Bay View isn't capitulating to their shareholders' wishes."

Michael F. Price, a shareholder activist and head of the mutual fund company Heine Securities Corp., Short Hills, N.J., said last May at Bay View's annual shareholder meeting that the company needed to either take steps to boost its value or sell itself.

Mr. Price was unavailable for comment, but Mr. Chaney said he didn't think the deal, valued at $65 million, was what Mr. Price was advocating.

"What this does is tie up $65 million in capital and means that a potential acquirer has to look at CTL now as well as Bay View," he said. "This really isn't taking the shareholders' interests to heart."

But David A. Heaberlin, Bay View's executive vice president and chief financial officer, said the acquisition has several benefits.

"This will allow us to intelligently redeploy excess capital, enhance our asset-origin capabilities, and enable us to jump-start the consumer lending side of our community banking focus," he said. "We see the deal as a way to re-ignite our earnings momentum.

"We feel this deal makes us considerably more attractive," he said. "And we don't see this as being inconsistent with the strategic focus of our company."

He added that he expected the purchase to boost revenues.

CTL, with nearly $500 million in assets, is based in Santa Barbara and has 19 branches, most in Southern California. Bay View, with headquarters just south of San Francisco in San Mateo, operates 27 branches, all in the Bay Area.

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