JPMorgan: Πενταπλασίασε την προσφορά για την Bear Stearns

JPMorgan: Πενταπλασίασε την προσφορά για την Bear Stearns

Η JPMorgan ανακοίνωσε ότι αύξησε την προσφορά της για την Bear Stearns σε περίπου 10 δολάρια ανά μετοχή, πέντε φορές περίπου υψηλότερα από την αρχική της προσφορά, επιβεβαιώνοντας δημοσίευμα των New York Times [Βλέπε άρθρο] .

Στο πλαίσιο των αναθεωρημένων όρων της συμφωνίας, η σχέση ανταλλαγής διαμορφώνεται σε μία κοινή μετοχή της Bear Stearns προς 0,21753 κοινές μετοχές της JPMorgan.

Η μετοχή της Bear Stearns, η οποία ετέθη προσωρινώς εκτός διαπραγμάτευσης, σημείωνε πριν από λίγο θεαματική άνοδο κατά 68%.

NAFTEMPORIKI

---

JPMorgan Raises Bear Stearns Bid to Woo Shareholders

March 24 (Bloomberg) -- JPMorgan Chase & Co. quadrupled its offer for Bear Stearns Cos. to $10 a share and struck a deal to buy 39.5 percent of the company without a shareholder vote, making it unlikely opponents can block the takeover.

``It is a done deal,'' said Bruce Foerster, president of South Beach Capital Markets in Miami. ``If JPMorgan lets go, Bear Stearns will go bankrupt. The agitation by shareholders got a better price but this ends the uncertainty.''

The companies agreed to an all-stock transaction that values Bear Stearns, once the biggest underwriter of mortgage bonds in the U.S., at about $2.4 billion, the New York-based banks said today in a statement. The firms had agreed March 16 to a takeover worth about $2.52 a share based on last week's closing price. Bear Stearns shares peaked at $171.50 last year.

JPMorgan, led by Chief Executive Officer Jamie Dimon, may have outflanked shareholders who wanted to hold out for better terms by buying almost half the company immediately. Bear Stearns agreed to issue new stock as part of the transaction, and the firm's entire board of directors will vote their own holdings in favor of the sale, the companies said today.

``The price is still catastrophically low, but it will change the attitude of people who stay at Bear,'' said George Ball, the chairman of brokerage firm Sanders Morris Harris Inc. ``Those are the people Jamie needs to win over.''

Bear Stearns rose $6.71, or 113 percent, to $12.67 at 12:16 p.m. in New York Stock Exchange composite trading.

Shareholders' Take

While the new offer values Bear Stearns at $2.4 billion, current shareholders will get only about 60 percent of that. The JPMorgan stock given to Bear Stearns in exchange for the new shares the smaller firm is issuing will end up back in JPMorgan's hands when the deal is completed. Bear Stearns's current owners will receive $1.5 billion of JPMorgan shares, four times the amount they were promised under the deal negotiated two weeks ago.

Bear Stearns will issue 95 million new shares without seeking a shareholder vote by taking advantage of an exemption from NYSE rules governing share sales, the companies said. The exchange requires companies to give notice when they act under the exemption. The notice period ends on or about April 8, the firms said.

Once JPMorgan has the 39.5 percent stake, Dimon will need only an additional 10.5 percent of shareholders to approve the takeover. Employees' total holdings will drop to about one fifth from one third once the company issues the new stock. Bear Stearns board members, who own a total of 7.2 million shares, will control about 3 percent, according to Bloomberg data.

`Bulletproof' Deal

``They made this deal bulletproof,'' said Frederick Lane, co-founder of investment bank Lane Berry & Co. ``No further hold- up is possible.''

The original bid, more than 90 percent lower than the securities firm's market value at the start of the month, drew opposition from shareholders led by U.K. billionaire Joseph Lewis. Dimon met with Bear Stearns employees to seek their support last week.

The Federal Reserve helped engineer the takeover two weeks ago after customer withdrawals crippled the New York-based firm. The central bank agreed at the time to provide $30 billion of ``special financing,'' to guarantee some of Bear Stearns's assets.

The Fed adjusted its financial support today, the two firms said. JPMorgan will now be responsible for the first $1 billion of potential losses from the sale of Bear Stearns assets, while the Fed will fund the remaining $29 billion.

Fed `Nod'

``The Fed must have given the nod; this wouldn't have been announced otherwise,'' said Sanders Morris's Ball.

Bear Stearns climbed 12 percent to $5.96 on March 20 in New York on speculation JPMorgan, the third-largest U.S. bank, might raise its bid or risk prompting rival offers.

The stock closed at $30 two days before Chief Executive Officer Alan Schwartz, 58, was forced to accept JPMorgan's terms or face bankruptcy after customers and lenders abandoned the broker.

Lewis and James ``Jimmy'' Cayne, Bear Stearns's 74-year-old former chief executive officer, were trying to recruit investors to counter JPMorgan's offer, the New York Post reported last week, citing people familiar with the situation. Cayne, who remains non-executive chairman of the company, is among the directors who have agreed to vote their own shares in favor of the amended sale agreement, according to the companies' statement.

No Solicitation

``Finding a counterbidder is attractive but a lot more difficult,'' the Sunday Telegraph cited Lewis as saying in a report yesterday. ``There are two ways to block the deal: first by a shareholder no vote and second by litigation. We should be able to block the deal by one of these ways.''

Lewis spokesman Doug McMahon didn't return a call today seeking comment.

Bear Stearns employees, directors and lawyers are prohibited from seeking an alternative transaction, according to the agreement, which was filed with regulators last week.

Bear's financial troubles began in July, when two hedge funds that invested in securities tied to U.S. subprime mortgages collapsed. The firm had to bail out the funds and take possession of many of their instruments.

BLOOMBERG