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Summary

We note with some concern, the market’s reaction to the merger announcement as Providian shares declined that week, the somewhat mixed analyst reactions to the offer price, and Putnam’s opposition to the deal on the grounds that the offer price is insufficient. We are also concerned that – based on the background notes to the merger and the June 6 conference call – the level of transparency with regard to management and the board’s decision-making process is unacceptably low. While we recognize that such documentation does not necessarily offer comprehensive insight into the decision-making and negotiation process, its absence, especially when combined with the above developments, does raise legitimate questions over the extent to which Providian’s board in fact “did its homework” with regard to potential opportunities and whether shareholders are being offered an appropriate premium. Similarly, while Providian engaged two very well-known financial advisors for the transaction, we note that these advisors collaborated in performing each of their financial analyses, and we are always somewhat uncomfortable when the “fairness” opinions are rendered by entities which have a significant financial stake in the completion of the transaction.

On balance, however, we believe that the offer price probably does represent a minimally acceptable acquisition premium. We recognize that there has been longstanding speculation over Providian as a potential takeover target and that to some extent, an acquisition premium was already built into the company’s stock price. We also note that since a significant portion of Providian’s business stems from the sub-prime market, it would be inappropriate to compare premiums with other credit card companies that have stronger credit and customer portfolios; despite the strength of Providian’s turnaround story, it remains a higher risk prospect. As such, we believe that WaMu’s stronger credit quality will help to improve Providian’s funding costs and enable the company to grow, given the broader marketing platform and other resources. The move into the credit card industry, in turn, will help WaMu to diversify its revenue and customer base. As noted above, Providian shareholders will own approximately 13.5% of the combined company and will have (should they choose to remain shareholders) a continuing stake in its financial success. However, as indicated by Providian’s financial advisors, we note that it is unclear the extent to which WaMu’s provisions for the losses stemming from loan and lease portfolios and for impairment of mortgage servicing rights and related risk management strategies are sufficient. Based on various press reports, we believe that it is possible that one reason for WaMu’s being perceived as a possible acquisition target up until the proposed merger with Providian, was likely because, given the rapidly consolidating industry trend, the markets perceived that WaMu did not have sufficient market presence to play as competitive a role in its existing businesses in the future as it has in the past. It is not clear that WaMu with Providian will continue to be an attractive takeover target, which could affect its share price in the longer term.

Rationale/Conclusion:

On balance, PROXY Governance supports this merger proposal because we believe that Providian shareholders will in the long run and in view of the competitive landscape, be better off as shareholders of a financially stronger and more diversified company. The complementary nature of the two companies’ businesses and customer bases – and more importantly, WaMu’s stronger credit position – will provide Providian with a stronger platform for competing in the U.S. credit card industry. However, as previously discussed, we have some substantial reservations with regard to the decision-making process, as well as lingering questions which we feel have been inadequately addressed regarding whether shareholders may have been able to receive a better deal.

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