Merger

Two venerable local hospitals, St. Agnes Hospital and St. Joseph Medical Center, will announce today that they will work jointly on clinical and business opportunities, allowing them to expand services in ways neither institution easily could do alone. They're not merging. The two will keep their current names, medical staffs, employees, management and boards. The new "strategic alliance," called Mission Health Partners, will explore joint outpatient centers and programs for underserved neighborhoods and sharing of "back office" functions.

WASHINGTON -- Antitrust officials at the Federal Trade Commission have notified state officials that they intend to recommend the approval of Exxon's $81 billion acquisition of Mobil next week, state officials said yesterday. The move came after the companies agreed to the largest divestiture in the commission's history.The centerpiece of the agreement which emerged this week requires the sale of about 2,400 gas stations, about 15 percent of the two companies' retailers around the nation.

Here is an excerpt of an editorial from the Los Angeles Times which was published Wednesday.THE WORLD of telecommunications has been shaken once again, this time by the recent announcement of a $115 billion merger between MCIWorldCom and Sprint Corp., the second-and third-largest long-distance telephone companies.This is the biggest yet in a string of mammoth mergers. The two companies and industry analysts believe that the merger makes good business sense and will benefit stockholders.Federal regulators must make sure this is a good deal for consumers as well.

WASHINGTON -- SBC Communications Inc. and Ameritech Corp. said yesterday that they had agreed to enter 30 local telephone markets in the next 2 1/2 years in return for regulatory approval of SBC's $78 billion purchase of Ameritech.The proposal is one of 26 conditions that the staff of the Federal Communications Commission said should be met before the commission approves the merger. The plan is designed to increase local phone competition and access to high-speed Internet services for consumers.

Two hospitals. Two new presidents. And two examples of how hospital systems are recovering from "merger fever."Both are Roman Catholic hospitals located near the Beltway. Each is licensed for more than 400 beds, making it among the largest community hospitals in the state. Each made a major, but unsuccessful, push last year to merge with a nearby hospital.Now the new leaders of both St. Joseph Medical Center and St. Agnes HealthCare see a future without mergers and with fewer acquisitions of related health business.

Shares of Ciena Corp. jumped almost 23 percent yesterday on speculation that the Linthicum telecommunications equipment maker might soon win a new contract or be acquired by a larger company.Ciena shares gained $4.1875 to close at $22.5625, a 22.8 percent increase. It was the company's highest closing price since Sept. 8.Feverish takeover speculation is nothing new for Ciena. Since a proposed merger with Tellabs Inc. fell apart Sept. 14, there have been rumors that other large makers of telecommunications-network gear might want to buy Ciena.

Five mid-Atlantic farm cooperative banks, including three in Maryland, announced plans yesterday to merge next year in a move that would form the largest agricultural lender in the region.The five banking cooperatives -- known officially as associations -- are affiliated with AgFirst Farm Credit Bank, the Columbia, S.C., cooperative formed as a result of the 1995 merger of Farm Credit Bank of Baltimore and Farm Credit Bank of Columbia.Ronald L. Byrd, chief executive officer of Central Maryland Farm Credit, one of the five associations involved in the merger, said the directors of each institution have agreed on a letter of intent to merge, "but it's not a done deal."

TODAY'S scheduled announcement of Maryland General Hospital's merger into the larger University of Maryland Medical System is a welcome development for residents of downtown Baltimore and for west side redevelopment efforts.This sound business move should strengthen University's health-care system while assuring that two thriving medical centers will anchor renewal along Howard Street.Maryland General is a low-cost, 300-bed community hospital; University is a high-cost, 747-bed teaching and specialty-care facility.

By the end of the summer, one in 12 Americans will be covered by a single health insurance company, Aetna-U.S. Healthcare, under a proposed merger approved yesterday by federal regulators.Connecticut-based Aetna, already the nation's largest health plan, will increase its membership by 50 percent, to 21 million, now that the Justice Department has given the green light to the company's proposed takeover of the Prudential Insurance Co. of America's health care division.As part of the $1 billion deal, regulators are requiring Aetna to sell a portion of its health maintenance organization business in Dallas and Fort Worth, Texas.

NEW YORK -- Deutsche Bank AG's $10.1 billion acquisition of Bankers Trust Corp. was approved by the New York State Banking Board yesterday, leaving approval by the Federal Reserve as the last major hurdle to the creation of what will be the world's largest financial-services company.The banks expect to complete the transaction by the end of the quarter."The New York State Banking Board's approval marks an important step toward completion of our merger," Deutsche Bank Chief Executive Rolf Breuer and Bankers Trust Chairman and Chief Executive Frank Newman said in a joint statement.

The Baltimore area has seen corporate headquarters disappear before, but the loss of Black & Decker in a corporate merger could hurt more than most in terms of prestige, spinoff jobs and charitable giving, local leaders say. Allan Tibbels, co-executive director of Sandtown Habitat for Humanity, was left wondering what the proposed deal will mean for his nonprofit, which rebuilds housing in West Baltimore. The organization has benefited from Black & Decker's charitable contributions for years, as the manufacturer has donated power tools, employee volunteer hours and funding, Tibbels said.

Over the last few weeks, there has been much talk of Constellation Energy's latest battle with the Public Service Commission and a lawsuit the company has filed to block a public interest inquiry into a $4.5 billion corporate merger. To hear Constellation's side, this is a case of overzealous government regulation. But I believe that if we had had more scrutiny of corporate behavior, rather than less, perhaps some of the egregious abuses and bad behavior that caused the collapse of our financial system last fall might have been avoided.

Shareholders of Provident Bankshares Corp. will meet April 8 to vote on the merger with M&T Bank Corp., a stock-swap deal whose value has been dropping along with M&T's stock price. The merger needs the approval of two-thirds of eligible votes cast. The marriage of Maryland's largest independent bank with Buffalo, N.Y.-based M&T, the region's second-largest bank in terms of deposits, was announced in December. Around that time, the deal was valued at $407.1 million, according to a proxy statement issued last week.

Over its 90-year history, the Baltimore Hebrew University has educated thousands of professionals to serve in Jewish schools, service groups and charitable organizations. And its distinguished scholars, such as Harry Orlinsky, a leading biblical translator and authenticator of the Dead Sea Scrolls, have made important contributions to the world's store of knowledge. But in recent years, BHU has struggled with declining enrollments and an uncertain future. Last year, it registered only 118 students, most of whom were enrolled in its graduate program.

Constellation Energy Group said yesterday that Chief Executive Officer Mayo A. Shattuck III would waive $18 million in cash severance under the company's planned merger, though he still would be eligible for millions if the deal is approved by state regulators. Under the plan, the company's Baltimore Gas and Electric Co. customers could receive a small break on their utility bills. But one lawmaker immediately criticized the proposal, characterizing any savings for ratepayers as "pennies."

DETROIT - General Motors is in preliminary talks about a possible merger with Chrysler, a deal that could drastically remake the landscape of the auto industry by reducing the Big Three of Detroit automakers to the Big Two. The talks between GM and Cerberus Capital Management, the private equity firm that owns Chrysler, began more than a month ago, and the negotiations are not certain to produce a deal. Two people close to the process said the chances of a merger were "50-50" as of yesterday and would most likely still take weeks to work out. A merger would be a historic event, with two of the most iconic names in American industry coming together to survive in an increasingly difficult environment.

This week has brought a stunning reversal of fortune for Constellation Energy Group, its shareholders and employees. Seven days ago, the company was trading at more than $55 a share. Now, it may be scooped up by a Warren E. Buffett company for a mere $26.50 a share under a tentative deal announced yesterday that may have spared Baltimore Gas and Electric's parent from financial meltdown. Is the proposed merger of Constellation with Iowa-based MidAmerican Energy Holdings Group in the best interests of its owners, workers and BGE customers?

The purchase of Wild Oats Markets Inc. by rival organic foods purveyor Whole Foods Market Inc. turned a bit wilder than anticipated yesterday when a federal appeals court overturned a lower-court ruling that allowed the merger to go though. The ruling comes almost a year after Austin, Texas-based Whole Foods purchased the 110-store Wild Oats for $565 million and brings up questions as to whether it would be possible to unwind the merger so long after the fact. When the companies announced plans to merge in early 2007, the Federal Trade Commission moved to block the deal, arguing that it would give Whole Foods too much of the market for natural and organic foods and could result in higher prices.

WASHINGTON - Federal regulators appeared poised yesterday to give final approval to the merger of the nation's only two satellite radio operators, which would bring together the struggling companies after a 17-month quest. Deborah Taylor Tate, a Republican who held the swing vote on the five-member Federal Communications Commission, reportedly was ready to vote in favor of the $3.9 billion merger if Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc. agreed to new conditions.

United Airlines' quest for a large-scale tie-up has ended with a "virtual merger" with Continental Airlines, an agreement to link international networks, share technology and passenger perks that could eventually lead to a formal merger between the carriers. The alliance is an important victory for United chief executive Glenn F. Tilton, whose reputation as a deal-maker appeared tarnished after merger discussions with three carriers, one of them Continental, didn't result in a deal. It also signals that the Chicago-based carrier is positioned to be a survivor in the shakeout that lies ahead for U.S. carriers if oil prices remain at current levels, analysts said.