Gold Banc Deal: Aslin's Wait Reaps A Dividend

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Malcolm M. "Mick" Aslin is having the last laugh.

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The $700 million deal that his Gold Banc Corp. of Leawood, Kan., struck with Marshall & Ilsley Corp. last week tops the offers Mr. Aslin rejected last year.

"From day one we felt Gold had a tremendous fundamental franchise," Mr. Aslin said in an interview. "The franchise was worth more than what people were offering."

Mr. Aslin took over what may have been the industry's most troubled franchise in March 2003. Gold had just dumped its chief executive, who was caught stealing from it. It was the target of takeover speculation.

In February 2004 it finally struck a deal, with Silver Acquisition Corp. The price was $16.60 a share, or about $672 million.

But Gold ran into litigation issues, mainly lawsuits over agricultural loans, and Silver lowered its offer to $15.25 a share, or about $617 million.

It subsequently raised that to $15.50, or about $627 million, but Gold refused the lower bids.

On Thursday, Mr. Aslin, the president and chief executive of the $4.1 billion-asset company, said M&I's offer - 2.6 times book value - was worth the wait.

"Various folks were trying to bring pressure to close [a sale to Silver] at any price," Mr. Aslin said. "We don't talk about vindication," he said, but the M&I deal "is a recognition of wonderful people putting their shoulders to the wheel and increasing shareholder value."

Since becoming chief executive, Mr. Aslin has sold rural branches and moved Gold into higher-growth markets like the west coast of Florida. Those branches and Gold's strong commercial lending business attracted M&I's offer. The deal is expected to close in the second quarter.

In a conference call Thursday, Dennis J. Kuester, M&I's chairman and CEO, said buying Gold would bring his company into Kansas City and enable it to expand fast on Florida's west coast, where it has two branches and plans to build three next year.

Gold has 11 branches in the Sarasota-Bradenton area plus 20 in Kansas, Missouri, and Oklahoma.

M&I said that the two companies are a good fit because their credit cultures are similar and that it can bring a larger product line into Gold's branches.

"Their focus at Gold Banc has been on commercial customers. We believe we can come in and add additional retail products and services," Mr. Kuester said.

He said that M&I, which has $45 billion of assets, is satisfied with its due diligence and aware of Gold's troubles.

"We believe that today Gold Bank's franchise is on solid footing," he said.

Ronald J. Peterson, an analyst with Moors & Cabot Inc., in Chicago, applauded Gold's repositioning moves.

"I agreed with Gold Banc in rejecting Silver's reduced offer," he said. "I think that reduced offer was too low."

The M&I price is fair, he said, because a third of Gold's branches are in Florida, where banks have been selling at higher premiums.

Daniel E. Cardenas, the director of research at Howe Barnes Investments Inc. in Chicago, said the deal is good for both companies. For M&I it means a chance to grow in Florida, he said; for Gold it means higher shareholder value and a partner with a bigger product line.

Analysts following M&I were less enthusiastic. In a report released Thursday, Richard X. Bove of Punk, Ziegel & Co. Inc. said the deal clashes with M&I's declared goal of acquiring a "string of pearls."

"Gold Banc does not fit this model," Mr. Bove wrote.

Nevertheless, he wrote, "Marshall & Ilsley is so well managed that is it highly likely it will accelerate the turnaround at Gold Banc, making this company a top performer."


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