MORE an arranged marriage than a competitive I auction is how Bank of Ireland's top management team describes the bank's planned takeover of Britain's ninth largest building society, Bristol & West.

"It was a friendly kind of deal - not a beating up kind of deal. There was good chemistry between our people and theirs from the beginning . . . a meeting of minds on the way the business should be run and how things would work," according to one Bank of Ireland source involved in the negotiations.

Eagle (Bank of Ireland) and Cider (B&W) were the code names given to the parties to try to preserve secrecy in the £600 million deal. The crucial first meeting between the Eagle and Cider chief executives took place in mid January.

On January 17th, Bank of Ireland chief executive Mr Pat Molloy went to Bristol to meet the B&W chief executive Mr John Burke for the first time.

This meeting followed suggestions from London based merchant bankers that a deal between the parties might suit the requirements of both institutions. Senior executives of both institutions had already met a number of times to consider the options before the crucial January meeting of the chief executives.

Bank of Ireland's wish to expand in Britain was no secret. It had looked at a number of mortgage books and had bid for some but was beaten on price.

Top executives, such as group corporate development director Mr Denis Hanrahan and his team, had been trawling Britain with a shopping list for some time.

At the same time, in the rapidly changing British mortgage market Bristol & West was considering its position. Both parties had sought advice from merchant bankers in London.

"Both of us had been looking around for some time and we had both talked to merchant bankers who talk to each other. These merchant bankers knew what both of us were looking for. They suggested to us that B&W could be the acquisition we wanted," a Bank of Ireland source said.

Both parties then appointed advisers to negotiate the deal - Bank of Ireland used its own subsidiary, IBI Corporate Finance led by Richard Keatinge and London based advisers SBC Warburg. N.M. Rothschild and Morgan Stanley advised B&W.

The advisers from both sides met to make preliminary soundings just after Christmas. Bank of Ireland group finance director Mr Paul D'Alton who had been involved in the bank's detailed six month assessment of British building societies was involved at this stage.

A number of meetings took place in the London offices of SBC Warburg as Mr D'Alton and Mr Hanrahan assessed the B&W operation in the light of the bank's requirements in the British market.

Sources involved in the negotiations commented that from the beginning the senior managers at each institution "seemed to get along well together".

One source said: "it was very much a meeting of minds from the beginning, they liked each other and they agreed on much more than they disagreed on."

In B&W, Bank of Ireland saw a management team that had seen adversity and dealt with it in much the same way that Bank of Ireland had to grapple with its problems in New Hampshire.

After a few weeks of meetings the scene was set for the crucial first meeting between Bank of Ireland executives were "very surprised" to read in the Irish Independent that its domestic rival Allied Irish Banks was set to takeover B&W. The story provided some light relief for the Bank of Ireland negotiators.

"Maybe in London one Irish banker looks much the same as another, and maybe we stood out because we used to arrive at Warburg's offices every day in a van labelled Paddy Murphy contractors," was the tongue in cheek comment of ogle negotiator.

To try to keep the negotiations secret Bank of Ireland kept the number of its people involved as low as possible here was a core team of about five, supplemented by additional expertise from headquarters in Dublin when necessary.

But anyone watching movements at London City Airport would have been struck by the amount of toing and froing by top Bank of Ireland executives. "London City Airport certainly saw a lot of us over the period," one negotiator commented.

As the parties got closer to a deal they got more nervous that their negotiations would be discovered before they were completed.

Reports were rife in London that B&W was about to be taken over. The bulking society closed its accounts to "carpbaggers" - people who open accounts in the hope of making a profit in a takeover. of conversion. City dealers suspected that an Irish institution was the likely bidder.

As the legal teams added the finishing touches 10 days before the deal was announced, speculation started to centre on Bank of Ireland. Its spokesman was unavailable for comment and most off the top executives who would be involved in dealmaking were "away".

The Irish Times was able to confirm the acquisition last Friday and report the story in full on Saturday in advance of the announcement from the bank last Monday morning as the markets opened.

At the end of the day the deal happened because both Bank of Ireland and B&W got what they wanted.

B&W wanted to do a deal with someone who subscribed to its own management strategy of concentrating on the mortgage and savings markets - it has disengaged from a number of other products and forcused back on core business.

Bank of Ireland style is to have good strong management in all its subsidiary businesses and to let them get on with their jobs, but to retain strong central group control on key ratios.

B&W wanted significant autonomy on day to day management, the retention of its Bristol headquarters, its staff numbers, its brand name and its focus on core mortgage and savings business. This suited Bank of Ireland which viewed the brand as a significant local franchise and was not interested in adding non mortgage/savings products to the B&W products range.

For Bank of Ireland, the deal brought a significant jump in its scale in the British markets, added a retail savings operation provided potential for synergies with its existing mortgage business in Britain and potential for organic growth in the Mail aid mortgage markets.

"It's a low risk, earnings enhancing buy, with no need for new equity and we can add. value to the operation and to our existing operations in Britain," one negotiator said.

Jubilant Bank of Ireland executives described the deal as "a win win situation".