Dominion Bankshares Inc. of Roanoke may have dampened enthusiasm for the sudden urge among Virginia's big bank holding companies to consider a series of merger agreements.
A proposed merger between Dominion and United Virginia Bankshares Corp. of Richmond--described by bankers and analysts as "a perfect fit"--suddenly poses "too great a corporate risk" for Dominion.
Whether it is too great a risk or a case of Dominion backing out in the face of anxiety among key personnel and business interests in Southwest Virginia remains to be seen.
Although granting that a degree of risk is involved, some Virginia bankers say they are puzzled by Dominion's explanation for terminating the merger discussions with UVB.
Why the merger would pose more of a corporate risk for Dominion than it would for UVB is unclear. UVB, which has assets of nearly $5 billion and deposits of more than $3.5 billion, is Virginia's biggest banking institution. Conceivably, divestiture, which Dominion cites as a risk factor, could affect UVB as much if not more.
An even greater risk, Dominion suggests, is a possible loss of key employes. "Many of our talented people would look for other opportunities," Dominion Chairman Warner N. Dalhouse said. "Then if the merger application were denied, we would have suffered greatly."
That is a risk companies always face, and one that usually is weighed heavily before serious merger discussions are initiated.
UVB has had little to say about Dominion's abrupt decision to break off merger talks, but it's apparent that UVB isn't buying Dominion's rationale.
"Dominion Bankshares' decision was a unilateral one, and United Virginia Bankshares didn't participate in their feasibility study," UVB noted in a brief statement. "Nor do we necessarily agree with Dominion's findings, and our investment banking firm did not play any significant role in the breakdown of the talks."
Although UVB has declined to add to that statement, officials are known to be puzzled by Dominion's concern over the need to make substantial divestitures in order to gain approval for a merger.
In an interview with The Post last week, Dalhouse questioned the feasibility of a merger, noting that his company and UVB would have to sell off branches or subsidiary banks to avoid antitrust complications.
With two other large Virginia bank holding companies pursuing a merger, Dominion would probably have to sell those properties at "bargain basement prices" because fewer potential purchasers would be in the market, Dalhouse reasoned. What's more, he worried, it might take as much as a year to complete the sales and an equally long period to win Federal Reserve Board approval of the merger.
A Virginia bank official who questions that line of thinking equates it to "putting the cart before the horse."
Why, he asks, should Dominion bother to sell off branches or subsidiaries before receiving a clear signal from the Fed?
While it is true that UVB's and Dominion's banking operations overlap in some parts of the state, that apparently hasn't triggered the same degree of concern over antitrust considerations at UVB.
What's more, even though Virginia's big bank holding companies are stronger in some markets than in others, it isn't unusual for overlapping to occur.
The real concern, Dalhouse indicated last week, however, is Dominion's consultants' suggestion that the Fed is tougher than the Comptroller of the Currency on mergers.
"We were advised that even with divestitures, the probability of Federal Reserve denial continued to be high," Dalhouse said.
Dominion's misgivings about the Fed and divestiture raises some intriguing questions. What does Dominion know that UVB doesn't know? Could it be that Dominion's consultants picked up a bit of intelligence at the Fed that spooked their clients?
UVB strongly implies in its statement that its erstwhile partner based its decision on a faulty interpretation of the consequences of a merger agreement.
Regardless of the interpretation, however, the perception of the Fed as a tougher regulator may cause other Virginia bank holding companies to deliberate a bit longer before moving ahead with merger plans.
Conceivably, UVB, which doesn't share that concern, could seek another merger partner when the dust settles. A Virginia banker who was asked to speculate on that possibility quipped: "If you're courting someone and she drops you like a hot potato, you just don't go running to someone who is a poor second-best."