Glass, Lewis & Co. — has recommended that shareholders of Providian Financial vote against its proposed acquisition by Washington...

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A second proxy-advisory firm — Glass, Lewis & Co. — has recommended that shareholders of Providian Financial vote against its proposed acquisition by Washington Mutual.

Glass, Lewis joins Egan-Jones Proxy Services in recommending that shareholders reject the deal next week. One major Providian shareholder, Putnam Investments, has said it plans to vote against the merger.

Two other proxy-advisory firms, Institutional Shareholder Services and Proxy Governance, have advised Providian shareholders to approve the acquisition.

In a recommendation late Friday, Glass, Lewis says Washington Mutual is offering a small premium for Providian — about 4 percent over its closing price the day before the deal was announced — and that no other potential buyers were contacted.

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Rejecting the offer would send a signal to Providian’s board that it should use competitive processes and “will empower this board to negotiate a better deal, potentially even with this buyer,” Glass, Lewis said in its report.

“In short, we believe this transaction is not compelling in any way. It is the product, in our view, of a flawed process.”

WaMu spokesman Alan Gulick said the company continues to focus on integration efforts and expects the transaction to close early in the fourth quarter.

“We are confident that the consideration is fair and the transaction is in the best interest of both companies’ shareholders,” Gulick said.

Melissa Allison: 206-464-3312 or mallison@seattletimes.com