CHARLOTTE, N.C. SunTrust Banks Inc. executives came out swinging two weeks ago when they announced their bid to wrest Wachovia Corp. from First Union Corp., but they discovered last week how quickly the tables can turn.
The Atlanta company saw its North Carolina adversaries reclaim the advantage after Wachovias board voted 14-1 on May 22 to rebuff SunTrusts unsolicited $14.7 billion takeover offer. In pitching the deal to their board and later to Wall Street analysts, Wachovia executives unleashed a barrage of criticisms targeting SunTrusts suitability as a merger partner, its earnings and acquisition records, and even its long-term health.
Facing the prospect of winding up badly bruised by the merger fight, SunTrust hopes to strike back today in a 9 a.m. conference call with analysts, shareholders, and reporters. The company said in a press release that the call will address what SunTrust believes to be misleading and inaccurate information in the hard-hitting investor presentation that Wachovia and First Union were shopping around on Wall Street last week.
We expect to provide a fact-based, dispassionate discussion on the issues they raised, Barry Koling, a SunTrust spokesman, said Tuesday. Our goal is really to set the record straight, as well as, most importantly, to reiterate what we believe are the advantages of our proposal.
When First Union and Wachovia announced their merger agreement April 15, SunTrust found itself shut out of a long-hoped-for combination with Wachovia. It grabbed the offensive May 14 by launching a rival bid, offering 1.08 shares for each Wachovia share. The offer initially was valued at $14.7 billion, or 16.7% more than First Unions proposed two-for-one share swap. But the gap has narrowed sharply in the past two weeks, to about 4% Tuesday afternoon.
Over the weekend Wachovia and First Union announced dates for the meetings where they will ask shareholders to endorse their $13.4 billion deal. Wachovia shareholders will meet Aug. 3 in Winston-Salem, where the company is based; First Union picked July 31 for its gathering in Charlotte. Both votes are open to those holding shares as of June 12.
With those meetings now scheduled, the stage is set for a summer-long legal and public relations battle. The two sides already have been trading lawsuits, press releases, and newspaper advertisements, and SunTrust finds itself fending off questions about its fit with Wachovia, including one barb alleging that it has a 1980s-style business model.
Some of the harshest words about SunTrust came in a presentation Wachovia showed analysts and investors last week. It was similar to the sales pitch Wachovia board members heard before they voted not to consider SunTrusts offer. In it, Wachovia argues that its executives have talked repeatedly with their counterparts at SunTrust in recent years, but never reached a deal, because of disagreements over management philosophies and business models.
Nonetheless, the companies were close to a deal in December 2000, going so far as to agree on key terms, executive assignments, and a 50-50 split on board seats.
Wachovia chairman and chief executive L.M. Bud Baker tried to downplay that, saying the two companies never had a deal. But a person familiar with SunTrusts discussions said the two sides were at the point of picking a time and place for an announcement when Mr. Baker abruptly called off the talks.
Among other things, Mr. Baker and his colleagues became increasingly concerned about whether a combined SunTrust-Wachovia would be able to grow fast enough, given SunTrusts earnings record.
Wachovias presentation paints an unflattering picture, saying earnings growth at SunTrusts core banking businesses has hit the wall and that it has risen mainly because of share buybacks. Wachovia executives also argue that revenues in SunTrusts so-called growth businesses trust, brokerage, and asset management units have been stagnating.
The presentation singled out SunTrusts first-quarter report, calling it particularly troublesome. In that slide, Wachovia portrays SunTrust as having rising provisions for bad loans, falling asset management revenues, and sluggish growth in net interest income.
Analysts say the presentation appears calculated to sell Wachovias board and investors on the First Union deal by questioning SunTrusts long-term prospects. Because Wachovia was wishing to make a point, it took the most punitive view of SunTrusts earnings, said Marni Pont ODoherty, an analyst at Keefe, Bruyette & Woods Inc. in New York. When they painted the earnings, they painted a much more dire view than we took.
A person who worked on Wachovias December discussions with SunTrust as well as the First Union deal, who did not want to be named, said Wachovia came to realize that SunTrust was not the partner it wanted. Its not that were stonewalling a deal that we dont want to do. We are doing it on the basis of being fully informed, the person said.