| Looks to me like SVRN is being used as chum.  Bait, if you will, to attract an entity sufficiently large and hungry enough to swallow it. 
 At least that's what this article suggests to me:
 
 The Boston Globe Downtown Column
 Dec. 10 (The Boston Globe/KRTBN)--FAST FORWARD through the Microsoft
 wars and imagine that the Justice Department manages to force Bill
 Gates to divest an important part of his empire. You think the
 government is going to allow him to sell the business for top dollar to
 some weak-sister competitor?
 
 Terry Murray is not Bill Gates, and no one has accused his FleetBoston
 Financial Corp., for all its muscle, of the kind of anticompetitive
 shenanigans that have been laid out in the landmark Microsoft case. But
 forced to divest hundreds of branches to get his acquisition of
 BankBoston past the regulators Murray managed to do just what Gates
 would never get away with: Sell the business for top dollar to some
 weak-sister competitor.
 
 Sovereign Bancorp is scheduled to move into Fleet's grand 75 State St.
 headquarters Monday. But it is hard to fathom how we got to here: The
 much-ballyhooed biggest divestiture in American banking history yielded
 exactly a single bidder at the finish line willing to pay Fleet's
 price, one who then had to finance the deal with junk bonds.
 
 This is the best the government could do to ensure a competitive
 banking market?
 
 You have to admire Murray's accomplishment. In the past decade he has
 managed to swallow his three major competitors: Bank of New England,
 Shawmut National, and BankBoston. BayBanks came as a bonus with
 BankBoston. Let Murray actually buy the Red Sox and how long before he
 is making a move on the Celtics, Pats, and Bruins? I can imagine his
 favorite henchman, Mike Zucchini, back from his California horse ranch
 again grinding out those costs, this time on Yawkey Way and Causeway
 Street. Think people would say enough then?
 
 The Sovereign deal has Murray's fingerprints all over it. Back in
 March when Murray was asked whom he wanted to buy the 300 branches to
 be divested, he had a ready answer: "Medford Savings Bank." Medford
 Savings was just the kind of competitor he wanted -- if only it had the
 bankroll to get the deal done.
 
 In Sovereign Murray found the patsy he wanted.
 
 "Fleet had an interest in finding a potential buyer that was
 minimally acceptable to regulators, but also one that isn't a real
 competitive threat to them," says John Carusone, president of the Bank
 Analysis Center, a Hartford consulting firm. "Fleet looked out for its
 shareholders. But from a public policy standpoint there are some real
 issues."
 
 Start with price. Fleet set a floor of getting a 12 percent premium on
 the deposits it was selling, those familiar with the deal say. Some
 potential bidders walked away then. Some prominent banks looked, but
 weren't willing to meet Fleet's price. Only Sovereign was willing to
 pay up for the entire package. "We expected more interest," says
 Massachusetts Attorney General Thomas Reilly. "We played the cards we
 were dealt. In was the best we could do under the circumstances."
 
 Not only did Fleet get top dollar -- $1.4 billion for 278 branches
 from Sovereign -- but it got a rival with no margin for error. While
 Sovereign has a good record of integrating acquisitions, it is left
 saddled with a huge load of debt, a junk bond rating and in need of
 making aggressive projections if this deal is to fly.
 
 Joseph Campanelli, a former Fleet executive now president of
 Sovereign's New England operation, thinks I'm too gloomy. "The key on
 the Sovereign side is execution," he says.
 
 It is not like there is no competition on the ground; small bankers
 will tell you they delight in competing against the big, impersonal
 Fleet. But regulators would do well to figure out how we got to here:
 One megabank, two midsized players in Citizens Financial and Sovereign,
 and a slew of tiny community banks competing like mad. Fleet dodged the
 bullet it most feared: opening a window to a Bank of America or First
 Union. Murray couldn't have orchestrated it better himself -- or did
 he?
 
 Our best hope is that the game is not done yet. If regulators did
 their best, maybe the very forces that got us here -- massive banking
 consolidation -- can yet get us out. Could Sovereign or Citizens turn
 out to be temporary place holders for a Bank of America? I'm betting
 they are.
 
 By Steve Bailey
 
 -0-
 
 To see more of The Boston Globe, or to subscribe to the newspaper, go
 to boston.com
 
 (c) 1999, The Boston Globe. Distributed by Knight Ridder/Tribune
 Business News.  MSFT, FBT, SVRN, BAC, FTU,  END!A2?GL-DOWNTOWN-COL
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