LONDON Lloyds TSB (LLOY.L) rescued Britain's biggest mortgage lender HBOS Plc HBOS.L on Thursday in a $22 billion takeover as the government swept aside competition rules to ease the deal through.
The takeover, sanctioned personally by Prime Minister Gordon Brown, came as banks around the world staggered under the weight of a credit crisis.
Lloyds Chairman Victor Blank said the deal went ahead after Brown told him at a reception on Monday night that it would not be blocked on competition grounds.
"The transaction could have only happened if the government was prepared to give support in relation to competition issues," Blank said at a news conference. "What the prime minister said on the night to me was the government would give that support."
The combined bank will control about a quarter of UK current accounts and 28 percent of home loans.
A plunge in HBOS shares in recent days had raised fears the credit crunch might claim another UK victim after the government bailout of Northern Rock bank earlier this year.
Lloyds will offer 0.83 of a share for one HBOS share, valuing them at 232 pence based on Wednesday's closing prices, or a 58 percent premium. That valued HBOS at 12.2 billion pound ($21.7 billion), only a quarter of its value a year ago.
HBOS shares jumped 17 percent to close at 172.6p, but Lloyds shares fell 15 percent to 237.5p, cutting the value of the deal to 197p per HBOS share.
"We had expected HBOS would struggle to make a profit through 2010, but we had not expected it would fall victim to the credit crunch," said Sandy Chen, analyst at Panmure Gordon.
"The specter of another run on customer deposits, combined with the run on wholesale funding that HBOS has been experiencing, was what pushed HBOS into the arms of Lloyds TSB, with the support of the UK government," Chen said.
Lloyds said it expects the deal to boost annual earnings by over 1 billion pounds a year by 2011 through cost savings and boost its earnings per share by over 20 percent a year.
Cost savings are likely to be even higher and Lloyds may be playing down prospects to avoid a backlash about job and branch closures, analysts said.
The deal is expected to result in thousands of job cuts and hundreds of bank branch closures. "We will have some redundancies, some overlap," Lloyds CEO Eric Daniels told Sky Television, but he declined to be more specific.
Daniels will remain as chief executive and Blank will stay as chairman. Other positions and the future of HBOS CEO Andy Hornby have not been decided.
COMPETITION LAW "IN TATTERS"
The UK government will modify competition law -- despite the enlarged group having a 28 percent share of mortgages -- to ensure the stability of the UK financial system. Alistair Darling, UK finance minister, said he fully supported and welcomed the deal.
Lloyds has courted HBOS previously but regulators in the past would not have allowed a bank with such big positions in mortgages, current accounts and savings.
Bruno Paulson, analyst at Bernstein, said the deal left "the UK's banking competition policy in tatters".
Daniels called his HBOS counterpart Hornby six weeks ago and talks continued after that, Blank said.
But Daniels denied the deal was struck in haste: "There shouldn't be any impression this is a shotgun marriage or a forced marriage," he said on a conference call.
Lloyds, whose shareholders will own 56 percent of the enlarged group, said the combination will strengthen its ability to serve UK customers in the current difficult markets.
It will have a quarter of current accounts, rank first for savings accounts and have 3,000 branches and over 135,000 staff.
But it will cut the bank's capital cushion and leave it more reliant on wholesale funding, so there are risks, analysts said.
Lloyds' core tier 1 capital ratio -- a key measure of financial strength -- will fall to 5.9 percent due to the deal, below the 6 percent regarded as comfortable.
Daniels said he would target a ratio of between 6 and 7 percent and will pay this year's final dividend in shares, cut the dividend next year, and consider asset disposals on top of cost savings to achieve this.
He declined to comment on what assets could be sold. HBOS's Australian arm Bankwest could be among the businesses on the block, analysts have said.
Daniels said reports that the deal could result in 40,000 redundancies "sound very much on the high side".
Merrill Lynch MER.N, Citigroup (C.N) and Lazard (LAZ.N) advised Lloyds. Morgan Stanley (MS.N) and Dresdner (ALVG.DE) advised HBOS.
(Additional reporting by Myles Neligan, Lorraine Turner, Paul Hoskins, Sumeet Desai and Laurence Fletcher; Editing by Louise Ireland and Jason Neely)