Still struggling to repair the damage caused by accusations of securities fraud, Republic New York Corp. on Tuesday again postponed - this time until Nov. 30 -- a shareholder meeting to approve its buyout by HSBC Holdings PLC.
Republic said it could not meet Tuesday's deadline to produce an amended proxy at least 10 days before the scheduled Oct. 29 meeting. The vote, originally set for Sept. 9, has now been postponed three times.
Shareholders were to vote on a London-based HSBC's $10.3 billion bid for Republic. The companies have declined to comment on whether the buyout agreement was being reevaluated, but a source close to discussions between them said the latest delay indicates HSBC has "problems" with the deal. However, the source, would not say if the rescheduling would bring about a renegotiation.
In addition, some analysts viewed the postponement as just another precautionary move by the merging banks. Tom Burnett, an analyst with Merger Insight in New York, said the delay suggests that more investigative work is being done into who knew what when at Republic about its relationship with a New Jersey money manager now under investigation for securities fraud.
"The companies are waiting," Mr. Burnett said. "HSBC wants to acquire Republic. There's no mention of cutting the price. There's no movement to change the price or change their minds. We're still looking at a glass half full. We need to give them more time."
The difficulty stems from Republic's involvement with money manager Martin A. Armstrong, who has been accused by federal prosecutors of securities fraud. Mr. Armstrong had been the chief client of Republic's securities arm and had used that division's futures department as an agent for his accounts.
Though prosecutors have not charged the bank with any wrongdoing, Republic hired the accounting firm KPMG Peat Marwick and the law firm Sullivan & Cromwell to investigate its relationship with Mr. Armstrong and his company, Princeton Economics Ltd. Republic also suspended the chief executive officer of its futures division and forced its president, William H. Rogers, to resign.
In addition, new documents filed in the case against Mr. Armstrong suggest Republic was aware of problems with his accounts as early as 1998.
As details of the case have come to light, many institutional investors have speculated that the deal would be renegotiated for less than the $72-a-share price agreed to in May. But until today there had been no evidence that HSBC was intent on reopening talks.
Now, with a lengthy delay and growing speculation that Republic may be liable to make investors in Mr. Armstrong's funds whole, most large shareholders have all but given up on the $72-a-share price.
As one fund manager described Republic's role in the case: "There's things that they could have done, not necessarily should have done. Clearly it was a judgment call. This is the kind of thing you have compliance guys for."