Bank affair was just one of those things

In the nature of such break-ups, the parting of the ways between Bank of Ireland and the Alliance & Leicester was an acrimonious…

In the nature of such break-ups, the parting of the ways between Bank of Ireland and the Alliance & Leicester was an acrimonious affair. Nobody is holding out hopes of a reconciliation nor is there any suggestion they will continue to be friends. All parties just want to get on with their lives.

Almost seven months into the courtship it was A&L that decided to call it a day. At a board meeting on Wednesday its directors decided Bank of Ireland's management was being too difficult and swiftly cut it adrift.

The A&L board had tired of the Irish bank's growing number of demands. The terms under which Bank of Ireland was now prepared to enter the marriage bore scant resemblance to the one A&L believed it had agreed to on May 24th last. A&L suspected a "creeping takeover". It believed it had to get out.

At the same time, Bank of Ireland executives were still feeling fairly positive they could get what they wanted. They had been in London that day continuing the tough negotiations. When their flight touched down in Dublin on Wednesday afternoon they learned the deal was off. The Bank of Ireland team, including group chief executive, Mr Maurice Keane and deputy chief executive, Mr Pat McDowell, was stunned.

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A&L's chairman, Mr John Windeler, had put a call through to Bank of Ireland governor, Mr Howard Kilroy, just minutes before it issued a statement announcing its withdrawal from the merger talks.

Just three weeks ago, following the leaking of details of the merger by A&L, both sides had agreed that if the unthinkable happened, and the deal collapsed, they would both behave in a civilised and responsible way. In their darkest hour, the companies had undertaken that they would issue either a joint statement or bilateral statements. They would agree on how they would explain the breakdown and act in unison to deliver the news.

But for the second time in as many months A&L got its side of the story out first.

Just before 4 p.m. on Wednesday it issued a one-page statement saying it was withdrawing from the talks because it had not been possible to agree satisfactory terms. The board had "unanimously agreed" to bring the discussions to a close. It didn't want to prolong the uncertainty, it said.

Bank of Ireland found itself fighting a rearguard action once again.

It was almost an hour later before the bank issued its statement. Just before 5 p.m. it confirmed, in two lines, that the talks were off. A more detailed version came half an hour later.

Shortly afterwards, Mr Keane vehemently defended the proposed merger in an interview on RTE's Evening Business News. He believed it was the right deal for Bank of Ireland but only on the right terms, he stated. Better to get out now than to join forces with A&L under unacceptable terms.

The Bank of Ireland chief executive - whose absence from the proposed top management team in the merged entity had been raised as a major concern - suddenly found himself defending his judgment and his position.

Mr Keane and the team who put the A&L deal together are largely blaming the early leaking of the proposed merger for its ultimate demise.

A&L's chief executive, Mr Peter White, or people closely associated with him, are being blamed for orchestrating the leaks. The Financial Times broke the story on May 22nd, disclosing the outline details of the proposal that was on the table.

And who knows? Maybe the leaks would have dried up until the deal was done and dusted if one aspect of the report hadn't rankled with Mr White. The Financial Times suggested the merger would allow him to run the British side of the operation. Mr White had already agreed that he would get the chief executive post heading up the combined Irish and British operations. The following day his picture appeared on the front of the business sections of some of the more serious British Sunday papers. His side was determined to leave little doubt but that he had secured a coup.

Bank of Ireland sources believe this was a "serious tactical error" on A&L's part. "They expected this would receive a positive reaction, particularly in London. Instead it was highly negative," one source explained. "Once they had started doing that the outcome was predictable."

The leak clearly betrayed whatever trust had been established during those tentative months of discussion and created a difficult situation for Bank of Ireland.

Both parties had entered confidentiality agreements and were also bound by stock exchange rules not to comment on the deal once it became public knowledge. The leaks were clearly unhelpful and didn't create the most conducive atmosphere for doing business. But it was the sharp drop in the bank's share price that really concentrated minds.

Mr Keane and his advisers sought to renegotiate the terms of the merger in a bid to restore market confidence. A cynical analyst might suggest this was their way of getting out of the talks knowing that to renege on what had been agreed would scupper the deal. The bank progressively introduced new demands, eventually totalling seven, for changes in the structure it had agreed in April. "None of these in isolation was a deal-breaker, but put together it was a sign of bad faith," an A&L adviser explained on Wednesday night.

Yesterday, Bank of Ireland was still saying it believed it could have countered much of the negative market sentiment to the deal if it had been able to get its side of the story out in time.

Given the complexities of the proposed management structure, the bank claims the poor reception it received in the markets was unfounded and premature.

The debacle has left both institutions embarrassed. They have a lot of explaining to do to their shareholders and staff if they are to restore credibility.

It has also left them vulnerable to advances from unwelcome suitors - the very thing they hoped to avoid by merging in the first place.

The experience has been a painful one. It will undoubtedly make the Bank of Ireland much more cautious about who it gets into bed with in the future and it may deter any future prospective partner from orchestrating a kiss-and-tell expose.