CHARLOTTE, N.C. - First Union Corp., stepping up efforts to sell investors on its plan to pay $13.4 billion for Wachovia Corp., sent its own finance chief to a California financial services conference Monday after a series of private meetings with Wall Street analysts last week.
But even as executives of the Charlotte, N.C., company argue the deal's benefits, they are constantly finding the need to explain why the transaction came about so unexpectedly, after they had assured analysts as recently as mid-March that First Union had no big mergers up its sleeve.
G. Kennedy Thompson, First Union's chairman, chief executive, and president, acknowledged for the first time Thursday that the timing "was not optimal," according to analysts he met with in New York that day. He said he wished he could have waited a year, the analysts said.
But the merger talks moved quickly, leaving him with a decision not of whether to continue the discussions, but whether to do the deal, analysts said.
And First Union is clearly indicating that its acquisition days are not over. There are plans to use the estimated $2.5 billion in free capital the Wachovia transaction is expected to generate to finance more acquisitions, although those deals will be small and focused in high growth areas, said First Union chief financial officer Robert P. Kelly Monday.
Mr. Kelly was addressing analysts at the Morgan Stanley Dean Witter Financial Services Conference in Laguna Niguel, Calif., in the company's first public presentation since the two banks announced the transaction April 16.
During the press conference announcing the deal, Mr. Thompson said that First Union would consider using that capital to make acquisitions in investment management and private client areas.
On Monday Mr. Kelly indicated where some of those savings might occur.
"We're pretty comfortable that just in purchasing, we can save over $100 million a year," Mr. Kelly said. He said the company expects to close one unnamed data center "very quickly" after the deal closes this fall. And in the following couple of months, the company will begin renegotiating contracts for telephone and data communications services to reap further savings.
"We should be able to do all those things without touching customers," Mr. Kelly said. The initial savings are part of about $890 million a year in expenses that the combined company hopes to save. When they announced the deal, the companies said they expect to cut about 7,000 jobs.
The agreement, which the two banks have described as a "merger of equals," calls for First Union to pay two of its shares for each Wachovia share. The combined bank, to be called Wachovia, would the nation's fourth-largest, with about $330 million in assets.
Analysts acknowledge it may make sense, even as they continue to criticize aspects of a blockbuster deal that caught them off guard. And Mr. Thompson has repeatedly insisted the deal is not like other acquisitions by First Union, such as the 1997 acquisition of Philadelphia's CoreStates Financial Corp., which weakened the bank and angered customers.
"I do think from his standpoint, when he found out that Wachovia was available on good terms, he felt an absolute desire to do it. And that makes sense," said Henry C. Dickson, an analyst with Lehman Brothers.
Added Nancy Bush of Ryan, Beck & Co., "I think there is a certain amount of truth to what he (Mr. Thompson) said. Once these things reach a certain stage, you're either there or you're not." But in a research note Friday, Ms. Bush reiterated her sell rating on First Union's stock.
Ms. Bush said Mr. Thompson argued that the deal did not negate his no-acquisition pledge because it was a merger, not an acquisition.
In her research note, Ms. Bush called that thinking "disingenuous" and said she thinks the cultures at the two companies are not an ideal fit.
The deal surprised many analysts and investors because Mr. Thompson has been leading a major restructuring at First Union designed to right the shaky company after years of mergers. He has repeatedly said he and his colleagues were focused on internal cost savings and realignments.
At a mid-March dinner hosted by Goldman, Sachs & Co., Mr. Thompson told analysts the company planned no big deals, though it might eventually be interested in acquiring asset managers or small banks.
But Mr. Thompson sounded a different note a month later, when he announced the Wachovia merger on April 16. "Everything we said we were going to do in that restructuring has been substantially completed," Mr. Thompson said. "We've got great traction now, we're moving forward and feel good about our earnings growth."
Mr. Dickson of Lehman Brothers, who met with Mr. Thompson Thursday, said, "He clearly views it as a merger, as opposed to an acquisition. He was not inclined to do any acquisitions, but this is a merger, and it fits a lot of his needs right now."
From First Union's point of view, the deal does make sense, Mr. Dickson said.
"It's a difficult operating environment. He takes a competitor out of this marketplace, he gets more market share, he gets some more cost savings to enhance the earnings outlook," he said.
Mr. Dickson also said he expects the combined company to eliminate a significant amount of corporate overlap and to sell a number of operations that are performing poorly, though he would not be specific. "You can expect up to $20 billion of not-the-most-productive assets to be shed. There's a bunch of stuff they're looking at," he said.
