Year of living dangerously in French business as corporate egos collide

The jobs of French company chairmen used to be as safe as they were privileged. Once the average French brahmin made it through the Ecole Nationale d'Administration (ENA) or Polytechnique (known as "X"), and put in a few years on a government minister's staff, he was appointed to head a state-owned company. Top-ranking ENA graduates were particularly lucky, since the title of Inspecteur des Finances stayed with them for life.

When privatisation became the fashion of the times, the same gentlemen were chosen to preside over the new French capitalism. Behind the stone facades of headquarters buildings on Paris's Right Bank, liveried sommeliers carry in the humidifiers and light cigars at the touch of a bell. This elite little caste socialises with itself in a few exclusive clubs called Afep (Association Francaise des entreprises privees), le Siecle, Entreprise et Cite and l'Automo bile. They sit on the boards of each others' companies, where they vote big salaries for one another during the secret deliberations of remunerations committees.

Now this genteel existence is threatened, for 1999 will go down in French business history as The Year of Living Dangerously, when five chairmen of three banks and two oil companies fought one another - if not to the death, to bull-fight style goring of several careers. The globalised economy has persuaded even France's back-scratching coterie that if the banking and oil sectors are not consolidated, foreign predators will move in; that they must eat or be eaten. Good manners have been the first casualty of their take-over battles.

It started amicably enough last February, when the Societe Generale and Paribas announced their imminent marriage. The banks seemed well-matched; SocGen had a retail network but no investment bank, Paribas an investment bank but no outlets. Better still, their chairmen, Daniel Bouton at SocGen and Andre Levy-Lang at Paribas, complemented one another. At 49, Mr Bouton could afford to wait to head the new bank, dubbed SG-Paribas. At 62, Mr Levy-Lang was nearing retirement and after modest results at Paribas wanted to go out in a blaze of glory, having created Europe's largest bank.

Their personalities too were complementary. Whenever the two men appear in public, the charming, elegant Mr Levy-Lang answers questions while the short, pudgy, balding and media-shy Mr Bouton holds back. They reached a civilised arrangement under which Mr LevyLang would step aside for Mr Bou ton after three years. They even began to decorate their new joint headquarters in the Avenue Kleber: two corner offices with comparable views, exactly the same size, with pale grey carpet for Mr Levy-Lang and Havana cigar-brown for Mr Bouton.

Enter Michel Pebereau, the 57- year-old chairman of the Banque Nationale de Paris (BNP). Mr LevyLang had studied at "X", Mr Bou ton at the ENA. Mr Pebereau holds degrees from both - and is an Ins pecteur des Finances - so his arrogance is commensurately enormous. Who would not be frightened of a man who starts work in his office at 7 m. every morning and writes science fiction in his spare time?

French bankers say ice water flows in Mr Pebereau's veins, and worse yet, he has accounts to settle. His brother Georges had tried - and failed - to take over SocGen in 1987, the year after it was privatised. Despite his hard work and calculating ways, Michel Pebereau had tried - and failed - to buy Indo suez, CIC and Credit Lyonnais.

If the BNP could not find a French partner, Mr Pebereau and his former student, the French Finance Minister Dominique StraussKahn, feared it was doomed to be taken over by a foreign bank; perhaps not such a bad fate under monetary union, but the old nationalist instinct still kicks in.

On March 9th, Mr Pebereau attacked, announcing his hostile bid for SocGen and Paribas. His threeway stock-swap would create SBP, "a national champion on a world scale", the world's biggest bank with 11 million clients, the first bank with more than $1 trillion in assets. Although the French government was officially neutral, Mr StraussKahn too privately began using the term "national champion". Who could resist the idea of creating the world's biggest bank? It might do more for French grandeur than Charles de Gaulle, the Concorde and the Eiffel Tower combined . . .

However, SocGen and Paribas did not want to be taken over by Mr Pebereau. For four months they fought BNP for the hearts and minds of shareholders, with inconclusive results. The three banks hired former - and in at least one case present - executives from each others' banks to advise them on their enemies' weak points.

In public, Mr Pebereau referred to "my personal friends Andre and Daniel". In private he told visitors, "the day I'm in charge I'm sending them both home". British pension funds - major shareholders in France - believed (mistakenly?) that the SBP plan would create as much profit as the Lloyds Trustees Savings Bank merger, and supported Mr Pebereau.

In June, the French Central Bank Governor Jean-Claude Trichet finally stepped in. Too late, said the interventionists. Typical French statist meddling in the private sector, said other critics.

Mr Trichet spent 40 hours trying to mediate between Messrs LevyLang, Bouton and Pebereau. In vain. As he saw them off in the courtyard of the Banque de France, the angry governor was heard to mutter: "Debrouille z-vous pour mettre fin a ce bordel!" (You figure out how to put an end to this bordello.)

The French Financial Markets Council (CMF) has since set next Friday as the deadline to close shareswapping in the BNP-SocGenPari bas saga. The Committee of Credit Establishments and Investment Enterprises (CECEI) - headed by Mr Trichet - will then take about 10 days to ponder the results. Mr Trichet wrote an ambiguous letter to the protagonists, saying that any bank which ends up owning more than 50 per cent of another would automatically take control.

In the final run-up to the deadline, all three banks' shares are falling. The outcome is so uncertain that investors have no rational guidelines, other than the hope they will hold shares in the winning bank and not the loser.

Mr Trichet's letter was interpreted in radically different ways by Mr Levy-Lang and Mr Pebereau. In a July 25th interview with Le Figaro, Mr LevyLang insisted that BNP would have to obtain more than 50 per cent of the other banks' voting rights to exert control. It was impossible for Mr Pebereau to create SBP, he said. Those who voted with him would instead end up with a BNP-Paribas combination.

Since March, Mr Levy-Lang noted, BNP shares have lost 10 per cent of their value because of Mr Pebereau's rashness - the equivalent of €1.5 billion in value.

Mr Pebereau promptly filed a complaint with the Commission des Operations de Bourse (COB), which regulates the French stock market, accusing Mr Levy-Lang of lying. Mr Pebereau then gave his own interview to the financial daily Les Echos in which he claimed BNP would take control of SocGen if it obtained only 35 per cent of voting rights.

He questioned a public petition by 31 Paribas executives who called on shareholders to reject the BNP bid.

"Some of them have let us know that they regretted having signed this appeal," he said. "At the BNP, minds have been prepared in serenity, whereas at the Societe Generale certain people fed the passions and concerns of the workers . . ." In response to Mr Pebereau's interview, Mr LevyLang filed his own complaint with the COB.

If about August 17th Mr Pebereau has indeed succeeded in creating the world's largest bank, the dangers will only be starting. French social legislation would prevent mass firings comparable to those carried out at Lloyds TSB. Analysts fear the SBP would be an unwieldy, inefficient monster, that it would be difficult to integrate three banks with many of the approximately 80,000 employees of SocGen and Paribas resisting.

A few newspaper editorialists have expressed disgust that a takeover war with enormous consequen ces for the French economy ultimat ely boils down to a colossal battle of egos. If he loses, as an Inspecteur des Finances, Mr Pebereau is guaranteed a life-long cubby-hole in the finance ministry at Bercy. Mr LevyLang is near retirement anyway, and he can hope that Paribas' innovative - unique in France - plunge in to Internet banking will pay off.

Mr Bouton, the youngest, has most to lose. If Mr Pebereau wins, he says: "I'd rather take up gardening than work for him."

Meanwhile, the two biggest French oil companies, Elf-Aquitaine and TotalFina, this month started their own mutual hostile takeover battle, which promises to last well into the autumn. "Je vais vous acheter," (I am going to buy you), Mr Thierry Desmarest, the chairman of TotalFina said in a message on the home telephone answering machine of Mr Philippe Jaffre, the Elf chairman, the day he initiated his hostile take-over bid.

Mr Jaffre protested publicly at Mr Desmarest's rudeness. He did not have time to track Mr Jaffre down, Mr Desmarest insisted.

On July 18th, Mr Jaffre launched his own counter hostile take-over bid against Totalfina. Mr Desmarest had valued Elf at €42 billion; Mr Jaffre offered €50.3 billion for TotalFina. The Jaffre offer has become known as the Pacman defence - after the electronic game in which an amoeba with a big mouth earns bonus points for eating the amoeba who tried to eat him.

The Elf-TotalFina battle seems all the more absurd because a takeover - which would create the world's fourth largest oil company - is desired by both sides. A friendly mer ger would surely make more sense, but then who would get to be chairman?