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Bank merger makes sense ... on paper

On paper, the combination of JP Morgan Chase and Bank One makes a lot of sense, analysts said Thursday. But in the real world -- the one where egos and styles and cultures clash -- it could be a volatile mix.

The US$58 billion merger, formally unveiled Thursday in Manhattan, brings together two of the most-experienced dealmakers in banking. And those men, James Dimon of Bank One and William Harrison of JP Morgan Chase, expressed confidence that they could make the deal work.

"We've already made management decisions three layers down," Harrison said in an interview.

Yet the differences between the men are deep, too. Harrison, 60, is low-key and genial, preferring to delegate responsibility to a team of managers, said analysts and executives who know him. Dimon, 47, is detail-oriented and sometimes painfully blunt, a management style he learned from his onetime mentor and now rival, Sanford Weill, chairman of Citigroup.

"Jamie is a tough kid from New York, and Bill is a gentleman from the South," said Michael Holland, chairman of Holland & Co, an investment firm in New York, acknowledging Harrison's roots in Rocky Mount, NC.

One executive involved in the merger said the men's ability to get along was "the big question" in the deal.

Many banking analysts said they hoped that, ultimately, Dimon's approach would dominate. If the deal is completed, he will become president of the combined bank and succeed Harrison as chief executive in 2006.

"Whether this succeeds depends upon whether they let Jamie do what Jamie does, which is to restructure and cut costs," said Nancy Bush, an independent research analyst in Annandale, NJ.

Dimon was already talking about cost cuts at a meeting with analysts Thursday. The combined bank is projecting US$2.2 billion in savings before taxes over three years, but "we hope to do better," he said. Job reductions, projected at 10,000 out of a combined total of 140,000 workers, would be achieved partly through attrition, he said. Overall savings would be attained "intelligently, rapidly, but with a sense of urgency," he added.

Unlike the early days of the merger that turned the Travelers Group and Citicorp into Citigroup, when top officials clashed over their responsibilities, the two banks have neatly divided their turfs. Executives from the old JP Morgan Chase will largely assume responsibility for investment banking, while a team dominated by Bank One veterans will run the consumer business.

And rather than the awkward, and ultimately unworkable, arrangement in which Weill of Travelers and John Reed of Citicorp served as Citigroup's co-chief executives, the terms of the JP Morgan-Bank One deal virtually guarantee that Dimon will succeed Harrison in two year's time. Three quarters of the merged bank's 16-member board-consisting of eight directors each from JP Morgan-Chase and Bank One -- would have to vote against Dimon's promotion for it to be denied him, according to people briefed on the terms of the merger agreement.

"The board of Bank One would have never approved this merger if there weren't elements in place that made it look like a merger of equals," said one person briefed on the terms. "They didn't get to keep the names, or their headquarters. They had to feel pretty comfortable that Jamie was going to get the top job."

Dimon's reputation, and the relatively low price JP Morgan is paying for Bank One, helped keep JP Morgan's stock price steady Thursday. Frequently, traders bid up the shares of a takeover target and hedge their bets by selling the acquirer. But in this case, JP Morgan's shares fell just US$0.30 to US$38.92, a sign that investors believe the merger will pay off in the long term, analysts said. Bank One shares rose US$5.20, or 11.5 percent, to US$50.42.
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