
The FDIC-brokered acquisition of Wachovia by Citigroup, announced just four days ago, has fallen apart spectacularly overnight. Wells Fargo, reportedly an interested party last weekend, is back in the picture, apparently offering a better deal for Wachovia. According to the New York Times :
“In a surprise twist, the West Coast bank Wells Fargo & Company, said Friday that it had reached an agreement to acquire a rival, the Wachovia Corporation, for about $15.1 billion in stock.
The announcement came just four days after Citigroup had agreed to buy Wachovia’s banking operations of Wachovia for $2.2 billion of about $1 a share. But Wachovia, which is based in Charlotte, N.C., has now rejected that deal in favor of one where the entire company would be acquired. How Citigroup will respond to the news remained a question Friday morning.
In a statement, Wells Fargo, which is based in San Francisco, said that the deal required no assistance from the Federal Deposit Insurance Corporation or any other government agency.”
Bloomberg reports that many analysts are puzzled by the new development, which leaves Wells Fargo dangerously concentrated in its home market of California :
“Wachovia issued more than half its option ARMs in California, according to the bank’s second-quarter earnings presentation to investors. Wells Fargo is already the biggest bank based in that state. The stock gained 16 percent this year through yesterday, and the biggest holder is Berkshire Hathaway Inc., run by billionaire Warren Buffett.
‘The credit issues are the risk in this,’ Morgan said. ‘It gives them a lot of concentration in California and mortgage business in general. But they are paying a pretty low price, so it’s not out of line with their acquisition philosophy.’
Wells Fargo was advised on the transaction by Wachtell, Lipton, Rosen & Katz and JPMorgan Chase & Co., the statement said. Wachovia relied on Sullivan & Cromwell LLP, Goldman Sachs Group Inc. and Perella Weinberg Partners, the statement said.
‘The deal doesn’t sit too well with me,’ said Jocelynn Drake, an equity analyst at Schaeffer’s Investment Research in Cincinnati. ‘Wells was doing very well, and merging with Wachovia, which has such a bad rap among Wall Street investors, looks questionable to me.’”
Why did the Citigroup deal blow up? News is emerging that it was forced on a reluctant Wachovia, with the feds in panic mode as Monday morning approached. Finally the FDIC exercised extraordinary authority to force the sale. McClatchy unearths the details in this report from the Kansas City Star :
“On Friday, with its stock plunging 27 percent, Wachovia experienced a “silent run” on deposits, but the bigger worry for regulators was that other banks wouldn’t provide the Charlotte bank with necessary short-term funding when it opened for business Monday, sources familiar with the situation told The Charlotte Observer.
With Wachovia already looking for a merger partner, the Federal Deposit Insurance Corp., in consultation with other regulators, required the bank to reach a sale to Citigroup on Monday morning.
The FDIC, for the first time, used legislative authority created in 1991 to help it deal with a “very large complex bank failure” on short notice. It requires approval from heavy hitters – two-thirds of FDIC board members, two-thirds of Federal Reserve board members as well as the Treasury secretary, who must consult with the president.
When Wachovia opened Monday it would not have had a source of liquidity,’ a source familiar with the situation said. ‘It really could not have opened under those circumstances. That’s why (the FDIC) put together the assistance package.’”
New York Times : Wells Fargo in a Deal to Buy All of Wachovia
Bloomberg : Wells Fargo Agrees to Buy Wachovia for $15.1 Billion
Kansas City Star : Wachovia faced ’silent’ bank run; FDIC forced sale