Institutional Shareholder Services (ISS), the influential proxy-advisory service, is recommending shareholders approve Washington Mutual's...
NEW YORK — Institutional Shareholder Services (ISS), the influential proxy-advisory service, is recommending shareholders approve Washington Mutual’s planned acquisition of credit-card issuer Providian Financial.
The Rockville, Md., adviser’s action comes two weeks before Providian shareholders are to vote on the $6.45 billion deal, and about two weeks after mutual-fund family Putnam Investments took the unusual step of declaring it would oppose the merger.
Putnam says it owns about 7.5 percent of Providian’s stock, making it one of the company’s top shareholders.
A smaller proxy-advisory firm, Egan-Jones Proxy Services, this week also recommended clients vote against the deal.
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A third firm, Glass Lewis, hasn’t made a recommendation yet on how shareholders should vote at the Aug. 31 meeting.
The Washington Mutual-Providian deal, announced in early June, was the first in a wave of takeovers that has pushed the stand-alone credit-card company to the brink of extinction. Within two months, Bank of America had announced plans to snap up MBNA, and a unit of HSBC Holdings is poised to buy Metris.
However, the 4 percent premium Washington Mutual is paying Providian shareholders is far below the roughly 30 percent premium MBNA shareholders stand to get from Bank of America.
Metris shareholders are getting a minuscule premium, but that’s partly due to a run-up in Metris’ stock price before the HSBC deal was announced but amid widespread speculation that the company would follow in Providian and MBNA’s footsteps.
Officials from Providian and Seattle-based Washington Mutual have called the purchase price “fair” and said the deal is in the best interest of both companies’ shareholders.
Providian serves many “subprime” customers and therefore is considerably less desirable than MBNA, which has a more affluent clientele.
That was one factor that led ISS to conclude investors should support the deal.
“While we recognize that the offer value may not be the maximum price that could have been achieved, we do believe that the offer value falls within an appropriate range,” ISS wrote.
“There is insufficient consensus surrounding Providian’s long-term earnings potential that would warrant a higher valuation and voting against this transaction.”
Washington Mutual shares rose 7 cents to close at $41.95 yesterday, while Providian shares fell 5 cents to close at $18.68.