In Banque Nationale de Paris' double-barreled takeover bid, it's one down and one to go.

After a six-month proxy battle, BNP has succeeded in winning a majority stake in Paribas. But it fell just short of getting the one-third of voting shares it needed to wrest control of Societe Generale.

Analysts say that despite the shortfall, the vote was a victory for $381 billion-asset BNP, which now has 31.5% of SocGen's voting shares. Under French law, an investor with one-third of voting shares can block any major resolution. BNP, they say, can easily reach that threshold by buying SocGen shares in the open market. If that happens, BNP would become the world's largest commercial bank, with more than $1 trillion in assets. SocGen, the largest publicly traded bank in France, has assets of $450 billion. Results released over the weekend showed that BNP gained 31.5% of SocGen's voting shares and 36.8% of its total shares. The voting took place Aug. 6. BNP also won 65.2% of the voting shares of $309 billion-asset Paribas, thwarting a bid for France's third-biggest bank by SocGen. SocGen wound up with only 26.4% of Paribas' voting shares.

Bankers in Paris said Monday that they expect BNP to increase its stake in Societe Generale over the next several months. They added that the French government will probably let BNP retain its stake in Societe Generale as part of an effort to create a French bank that, because of its size, would be invulnerable to acquisition by a foreign institution.

The French government has yet to say whether it will let BNP retain its hostile minority stake in SocGen, but is believed to favor a three-way merger.

Under French regulations, BNP must give the French central bank an "industrial plan,'' justifying its retention of the stake in SocGen. French bankers said Monday that the central bank is likely to give BNP the go-ahead on the assumption that BNP will buy the small number of shares it needs to take control.

On Monday, SocGen chairman Daniel Bouton rejected any effort to reopen talks with BNP and raised the possibility his bank would seek a ''partnership'' with a foreign institution. Several banks, including Spain's Banco Santander Central Hispano and Holland's ABN Amro NV, have indicated they would like to bolster their presence in France in partnership with a major French bank. Banco Santander already holds a 4.9% stake in SocGen, which it has been gradually increasing.

Societe Generale launched a $17 billion bid for Paribas in February, as part of a plan to build a world-class French investment bank. It subsequently upped its offer to $19 billion. A month later, BNP launched a hostile $37 billion counter-offer for both Societe Generale and Paribas, and later increased that offer to $39 billion.

BNP said its main objective was to consolidate retail banking in France and develop domestic and international corporate banking services.

At Paribas, the mood Monday was one of relief. Despite top management's commitment to the concept of a merger with SocGen, most officers preferred a merger with BNP, where they believe they will have more clout.

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