naked capitalism

Talk about a shotgun wedding. From the Wall Street Journal (hat tip reader Saboor):

In a rushed bid to ride out the storm sweeping American finance, 94-year-old Merrill Lynch & Co. agreed late Sunday to sell itself to Bank of America Corp. for roughly $44 billion.

The deal, which was being worked out in 48 hours of frenetic negotiating, could instantly reshape the U.S. banking landscape, making the nation’s prime behemoth even bigger. The boards of the two companies approved the deal Sunday evening, according to people familiar with the matter…

A combination would create a bank of vast reach, involved in nearly every nook and cranny of the financial system, from credit cards and auto loans to bond and stock underwriting, merger advice and wealth management.

It would also show how the credit crisis has created opportunities for financially sound buyers. At $44 billion, or roughly $29 a share, Merrill would be sold at about two-thirds of its value of one year ago…..

Yves here. Ahem, does anyone now think the value a year ago represented the real value of the firm?

“Why would Bank of America do this?” said analyst Nancy Bush at NAB Research LLC in Annandale, N.J. “Ken Lewis always likes to buy the biggest thing he can. So why not this? You are master of the universe, basically.”….

A deal would be all the more dramatic because Merrill, upon the arrival of Chief Executive John Thain, did more than many U.S. financial giants to insulate itself from the financial crisis that began last year. It raised large amounts of capital, purged itself of toxic assets and sold big equity stakes, such as its holding in financial-information giant Bloomberg. That Merrill has opted to sell itself thus underscores the severity of crisis….

As of Sunday evening, a deal had not yet been signed….Yet with news of the Bank of America talks breaking Sunday, it became all the more difficult for Merrill and Mr. Thain to rebuff a deal. Should the talks collapse, most on the Street were expecting Merrill’s shares to fall even further amid widespread worries about independent broker-dealers…..

“I think John Thain at Merrill is the ultimate realist,” Ms. Bush said, the analyst, who expected federal regulators to bless the deal by relaxing deposit limits for bank-holding companies. “He knows if Lehman goes under he is not far behind. He wants to cut the best deal he can.”

As we have said often, publicly-held investment banks are a bad business mode. The loss today of two once proud firms is testament to the danger of taking what might have seemed a good idea beyond its point of maximum advantage.