The apparently imminent acquisition of National Westminster Bank PLC by the much smaller Royal Bank of Scotland raises anew questions about the difficulties of integrating after a reverse takeover.
Analysts have said the deal could have ramifications in the United States if it spurs a renewed expansion by Royal Bank's Citizens Financial unit. It could also lead to a reconsideration of which banks might be positioned to attempt acquisitions of troubled banks that far outstrip them in size.
Analysts were divided on whether a deal like the Royal Bank-Natwest pairing could happen in the United States. Some pointed to banks' poor record of delivering on merger-related promises, even in friendly deals. Others said there is nothing in principle to prevent a smaller but better-managed company from taking over a bigger one.
"I could certainly contemplate deals in a U.S. context where you have a medium-size company with a good management taking over a larger but less robust operating entity and turning it around," said Diane Glossman, a banking analyst at Lehman Brothers.
"Size doesn't correlate with managerial efficiency," Ms. Glossman added, "and there are certainly cases where discrepancies between market capitalization and assets" could put a larger institution at risk.
Banking analyst Joseph Duwan concurred. The acquisition of $23 billion-asset Firstar Corp. in Milwaukee by $15 billion-asset Star Banc Corp. in Cincinnati proved such a deal could be done successfully, he said.
Another candidate with a high price/earnings multiple and strong management, he said, could be Fifth Third Bancorp. of Cincinnati.
"I wouldn't rule it out in the U.S., even if not too many names come to mind," said Mr. Duwan, who works at Keefe, Bruyette & Woods Inc.
How Wall Street views such issues could matter to companies like Bank One Corp., whose falling market capitalization has made it the subject of frequent merger rumors. As analysts note, however, Bank One's size - with more than $269 billion in assets as of Dec. 31, it trailed only Citigroup Inc., Bank of America Corp., and Chase Manhattan Corp. - considerably shortens any list of theoretical acquirers.
For perspective, Fifth Third's roughly $41.6 billion of assets make it the No. 24 U.S. banking company but less than one-sixth the size of Bank One. Banks about double Fifth Third's size - the rough relationship between Royal Bank and Natwest - include KeyCorp and National City Corp.
Smaller banks' purchases of bigger ones could be a case of biting off more than they can chew, and that could become particularly evident as the Natwest deal gets done, some analysts argue.
"It's still far from clear whether Royal Bank of Scotland will be able to successfully integrate Natwest," said Raphael Soifer, a banking analyst with Brown Brothers Harriman.
Mr. Soifer noted that the track record of most bank mergers in the United States, where integration is much easier, has been "spotty. And that includes friendly mergers of equals as well as big banks taking over smaller banks."
