Once upon a time, bank merger negotiations could take weeks or months as the parties haggled over terms. But in December, when Roosevelt Financial Group Inc. decided to sell to Mercantile Bancorp., the two sides reached an agreement in just four days.
As bank consolidation moves forward, deals are being cut faster than ever, investment bankers, attorneys, and bank executives agree.
The experience that banks have gained in purchasing others has taught them to research targets more thoroughly to design acceptable bids. Fear of news leaks during negotiations is another reason that banks are seeking to complete deals quickly once willing sellers are found.
Because of these factors and new federal regulations designed to hasten approvals, banks can now lose their independence in a matter of days.
"There is a heightened sense of urgency" among acquiring banks to get deals done, Gail M. Rogers, managing director at J.P. Morgan & Co., told 300 bank executives at a conference here this week.
H.F. Ahmanson & Co.'s hostile takeover bid for Great Western Financial Corp. is evidence of the increased pressure banks now feel to buy others, she added.
The stress level has been elevated by the decline in available quality banks, said Christopher Quackenbush, principal at Sandler O'Neill & Partners.
"It used to be that if a bank's offer was turned down, there would be seven or eight other banks they'd want," he said. "But now there may be only one or two."
That means acquiring banks are less likely to take no for an answer, Mr. Quackenbush said.
Although investment bankers and legal advisers agree that a sharp rise in hostile takeover attempts is unlikely, they are bound to become more common in what up to now has been a "friendly industry."
The growing possibility of an unwanted offer has even the smallest banks staggering the terms of their board members, instituting poison pills, and preparing other elaborate defenses once in use only at big banks.
"The plans have really seeped down, and their level of sophistication has increased among small banks," said Gerard J. O'Meara, managing director at Robinson-Humphrey Co. in Atlanta.
Still, in today's rush to consolidate, bankers wonder whether any defense will guarantee their independence.
"We've done all the stuff lawyers charge a lot for, although I don't know if it will do any good," said John H. Clark, president and chief executive of Southwest Georgia Financial Corp., a banking company with $6 billion of assets based in Moultrie, Ga.
A major reason that bankers like Mr. Clark face such challenges to maintaining their independence is growing pressure from shareholders to maximize returns. Shareholder activism is playing an increasingly important role in triggering takeovers, investment bankers say. Though most obvious in spurring big deals-such as Chase Manhattan Corp.'s merger with Chemical last year-it is having an impact on small banks as well.
Shareholder pressure will only grow this year, investment bankers believe, because small banks may be running out of avenues to increase earnings.
Charles I. Miller, managing director at Alex Sheshunoff Management Services Inc. in Austin, said 60% of small-bank earnings have derived from favorable interest rate margins, and 40% have been achieved by lowering loan-loss provisions. Not much more juice can be squeezed from these areas, he said.
Also, experienced acquiring banks have learned to make offers that targets can't refuse, said Barry P. Taff, an attorney at Silver, Freedman & Taff in Washington. Last year Mr. Taff's firm advised on more bank mergers than did any other firm.
"Offers are becoming more standard and straightforward, and the first draft is often acceptable," Mr. Taff said.
This experience may have helped Mercantile. Its quick deal with Roosevelt was its fifth acquisition of the year.
The pace of deals should continue to accelerate because of regulations approved by the Federal Reserve Board last week and scheduled to take affect in late April or early May.
These new rules will mean some mergers could be approved in as little as five weeks, attorneys said. The regulations will affect deals with no antitrust issues and made by banks with less than $7.5 billion of assets and satisfactory community lending histories.
Bank executives who seek to retain a modicum of control over their institutions are being urged by investment bankers to explore mergers of equals.
Banks in the $200 million to $400 million range "are doing more of these discussions," said Donald W. Delson, managing director at Alex. Brown & Sons Inc. "It's a healthy trend."
But it's difficult to please both management teams in such deals, and they frequently disappoint shareholders-not to mention bank executives- hoping to profit from a takeover premium.
As Timothy J. Hansberry, president and chief executive of Affiliated Community Bancorp in Waltham, Mass., observed, "A merger of equals is kind of like kissing your cousin."
