What has happened so far in the HSBC bid to take over the Bank of Bermuda :

• Summer, 2003. Rumours begin to circulate about the possibility of the Bank of Bermuda, the Island's largest financial institution, negotiating its sale to multinational banking giant, HSBC. At the time, this was neither confirmed nor denied by the bank or HSBC. It was later revealed that the two parties had been in talks since February, 2003.

• The bank says it has gone up on the sales block, after 114 years of going it alone, because of its having “struggled” in recent years as it faced growing competition from leaner global rivals, as well as the challenges of operating in an environment of poor interest rates. Management also cited Government's declared interest in opening up the financial services sector to foreign institutions as bearing on their decision to sell out.

• The sale was officially announced on 28 October, 2003 at a joint Press conference of HSBC and Bank of Bermuda executives. Under the terms of the agreement, the Bermuda operation retains the Bank of Bermuda name for at least five years. It will also be branded with the HSBC hexagon logo. The bank's global operations are to be merged into HSBC offices and will no longer be known as the Bank of Bermuda.

• The $1.3 billion sale sees each bank investor get a $40 pay out from HSBC and a $5 special dividend from the bank. The price represents a 16.3 percent premium over the bank's average closing price on the Nasdaq during the previous three months. Management yesterday said the payment to shareholders would be made this week by cheque.

• In the vote today, the bank easily achieved their quorum with one-third of the outstanding shares having to be voted, and of those, a minimum of 75 percent had to vote in favour for the sale to close.

• The sale goes through despite the price drawing fire from some bank investors who say it is too low, while some Bermuda investment managers say the bank's inefficiency and poor return on assets and equity in recent years made the sales price of $45 per share a good price for HSBC and investors.

• As part of the sale, the bank says there will be up to 250 jobs cut in its Bermuda operations alone although it said some of those could be achieved through natural attrition.

•Although both will be replaced, the first to be named as losing their jobs were CFO Edward Gomez and CEO Henry Smith. Mr. Gomez's job will reportedly go to an HSBC appointed chief financial officer while Mr. Smith is to leave the bank within a year of the sale. It was announced that he will be replaced by Philip Butterfield who currently holds the number two spot as chief operations officer. Yesterday Mr. Smith he would see the year out, and his involvement thereafter was still being discussed.

• Proxy information released to shareholders reveals details of a fairness opinion on the sales price for the bank by leading investment firm Merrill Lynch. It is also reported that Merrill was to be paid $10.8 million and costs, with the approval of the sale. It would only have been paid $600,000 if shareholders had voted down the takeover.

• Proxy materials also show that five of the bank's senior management will profit handsomely if they cut 150 jobs in the first year and retain 70 percent of those employees that HSBC and the bank specify as ‘key' to the operation. Those to be paid the bonus, if achieving the set targets, are CEO Henry Smith, COO Philip Butterfield, head of private client services Wayne Chapman, head of banking services Michael Collins and head of the bank's fund administration arm, Global Fund Services, Paul Smith. Together they could be due $6.6 million in cash and a further $4.7 million in HSBC shares that would vest in three years. It was said that Mr. Smith's bonus payment is not tied to the targets, and he is to be paid the millions when he leaves the bank.

* The bank yesterday said further details of the integration, branding and management and board changes would be announced Wednesday.