SAN FRANCISCO - BNP Paribas is about to reshape its U.S. banking presence into a platform to sell insurance.

The French financial services firm said Monday that it plans to use its ownership in Honolulu-based BancWest Corp., together with its newly acquired status as a financial holding company under the Gramm-Leach-Bliley Act of 1999, for a major push in insurance sales in the United States through its bancassurance arm, Cardif.

"Since BNP Paribas has very strong experience and track record distributing insurance, we think we're very well placed to do this in the United States through BancWest and maybe through other partners," said Bauduin Prot, the chief operating officer and president of BNP.

Paris-based BNP said Monday that it would buy the remaining 55% stake of BancWest it does not already own in a deal valued at $2.45 billion. BNP Paribas said it had offered to buy all of the remaining outstanding shares of BancWest for $35 each, a 40% premium over Friday's closing price of $24.98.

In addition to the insurance-related opportunities the transaction would bring, it would also boost BancWest's ability to do larger retail banking deals, Mr. Prot said in an interview Monday. He said BancWest would limit its retail banking expansion to the Western states, but added that the backing of a far larger parent would allow it to consider larger deals than it could have done previously.

The move is the latest chapter in an unusual pairing that began in 1998, when First Hawaiian Corp. bought BNP Paribas's Bank of the West subsidiary. Then, in order to protect the public shareholders of the company, BNP Paribas agreed to limit its stake in the combined company to 45% unless it received approval from a majority of BancWest's independent directors.

By moving to buy the rest of the stake now, $646 billion-asset BNP Paribas is breaking that standstill agreement.

For the past month, the company and a special committee made up of independent directors, and acting on behalf of BancWest, have been holding exploratory discussions on the subject, BancWest said in a statement. This committee has told the board that BNP Paribas' offer is fair.

Merrill Lynch & Co. advised BNP Paribas. Goldman Sachs Group Inc. advised BancWest.

Analyst Joseph K. Morford 3d from Dain Rauscher Wessels in San Francisco said the timing of the offer was a surprise, given that the standstill agreement was in place until 2002. But Mr. Prot said the company decided it would be in the best interest of shareholders not to wait. The deal would add slightly to BNP Paribas earnings next year.

The minority stake "was a limitation, and in a sense this takes off that limit," Mr. Prot said.

Mr. Prot said the structure of BancWest would not change in the "near term."

BancWest, with $19 billion of assets, maintains its headquarters in Hawaii but has administrative offices in San Francisco.

Since 1998, BancWest has stuck to smaller acquisitions to fill in its mainland network in California and the Far West. Most recently, it bought 30 New Mexico and Nevada branches from First Security Corp. and Wells Fargo & Co.

Even given the U.S. economic slowdown, Mr. Prot said BNP Paribas viewed the U.S. retail platform as promising.

The 20-member BancWest board was scheduled to vote on the offer Monday evening in Honolulu. With nine members of the board representing the French banking company and with BancWest Chairman and Chief Executive Officer Walter A. Dods, Jr. in support of the offer, approval was expected.

"I view this as a done deal," Mr. Morford from Dain Rauscher said. He said the premium was in line with other deals this quarter.

BancWest shares surged on the announcement, rising 37.35% to close at $34.31. About 2.9 million shares traded hands.


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