NEWS ANALYSIS: Fund Firms Getting Easier to Acquire

Experts are seeing early signs that mutual fund companies are becoming easier to buy.

The change, which could help many big banks realize their frustrated goals of buying mutual fund companies, is coming about because lagging sales have made fund executives more open to acquisition talks.

Until now, many fund executives have resisted selling, or have demanded prices higher than banks were willing to pay, because they shared the widely held view that the mutual fund business would continue to boom.

But the exodus of money from bond funds and lagging returns in most types of mutual funds have cooled that optimism. As a result, more fund executives are willing to talk about selling out, or to discuss lower acquisition prices.

"The belief that there was almost unlimited market share available for all mutual funds is coming to an end," said James H. McKenzie, consulting director in Los Angeles for bank consultancy at the Spectrem Group.

To be sure, the evidence of a change in attitudes is still young, and hasn't yet been reflected in prices paid in recent deals.

For example, the two most recent mutual fund acquisitions, Express America Holdings Corp.'s purchase of Pilgrim Group, and Lincoln National Corp.'s buy of Delaware Management Holdings Inc., fell within the price range of 1% to 2% of fund company assets that has been typical for deals of the past two years.

Additionally, resistance to price cutting remains strong, said William Weaver, director of financial institutions mergers and acquisitions for Lehman Brothers, New York.

He said the spread between the prices buyers are willing to pay and sellers are willing to accept has widened, as buyers have dropped more than sellers.

But Mr. McKenzie, who specializes in acquisition consulting for San Francisco-based Spectrem, said he sees strong evidence that mutual fund executives soon will accept lower prices.

For instance, about twice as many mutual fund companies are open to acquisition talks with his clients as were last year, he said.

Also, fund companies are setting less rigorous conditions for negotiations. Whereas in the past many fund companies would only be willing to talk if a suitor raised its initial bid by 20%, Mr. McKenzie said that now fund companies are asking for smaller increases.

Also, many fund executives are more flexible in the terms they set for discussions. In some instances, they are willing to talk over the merits of a deal even before haggling over price, Mr. McKenzie said.

Another sign of softening comes from the capital markets. Namely, the stocks of three prominent mutual fund companies - Franklin Resources Inc., Alliance Capital Management, and T. Rowe Price Associates Inc. - are now trading at near a third below their highs of the past year.

This implies that the market believes they will grow slower than they have in the past, and so are less valuable, said Oscar J. Junquera, managing director of financial institutions investment banking for PaineWebber Inc., New York.

Ongoing speculation that more fund executives are willing to sell could help tilt the scales toward buyers.

For example, banks are said to be prime candidates to pick up the brokerage or mutual fund units of Kemper Corp. - if the company is split up, as many investment bankers think is likely.

Additionally, big banking companies, including J.P. Morgan & Co. and Deutsche Bank, are rumored to be among the potential acquirers of London- based money manager Mercury Asset Management - if its parent S.G. Warburg Group PLC decides to sell out in the wake of its failed attempt to merge with Morgan Stanley & Co.

Furthermore, small fund groups are said to be under greater pressure to sell, as they get squeezed by more efficient, bigger fund groups.

The squeeze is especially tight for banks with small fund families, said Mr. McKenzie. He said he has held talks with officials at "two or three" of these banks about selling off their mutual funds, or merging their funds with another fund family for a joint marketing push.

If prices drop, many bankers would be pleased. Among them is R. William Shauman, senior vice president of First of America Corp., Kalamazoo, Mich.

He said the $23 billion-asset banking company has been scouting out mutual fund complexes for two years in the hope of adding scale to its $4.4 billion-asset mutual fund family. Mr. Shauman declined to name the fund groups considered. But they include families ranging in size from $1 billion to $12 billion of assets.

So far, Mr. Shauman said, "We haven't found a mutual fund complex where either we're willing to pull the trigger or they're ready to pull the trigger."

But he believes this could change. "Mutual funds, with this past year, may be getting more reasonably priced," he said.

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