Approvals from both major shareholders in Mimet Fotic - China National Metals and Minerals Import and Export Corp, and China National Chemicals Import and Export Corp;

A waiver from IBM China/Hong Kong in respect of an outsourcing contract it holds with First Pacific Bank;

Confirmation that no breaches arise to as yet unspecified 'representations and warranties' set out in an unpublished schedule to the sale agreement.

These warranties are widely believed to include some form of guarantee demanded by BEA over the quality of FPB's loan book.

Another condition to the deal is the execution of an escrow agreement, which is likely to involve setting up an escrow account in which the sale proceeds could be held until the loan guarantees are satisfied. In the circumstances punters who bought in to FPB at HK$1.06 on May 30 this year now face a nerve-wracking wait until the conditions are met and a general offer pitched at HK$3.50 a share is made to minorities.

The FPB share price ended yesterday at HK$3.35 - 15 HK cents below the offer by BEA and the price at which a general offer will be made if its bid for a 75 per cent stake succeeds.

What shareholders have to decide is whether to sell at the present price or wait until a general offer is made at HK$3.50.

At a news conference called to announce the bid yesterday, BEA chairman and chief executive David Li Kwok-po said he was confident the conditions would be met and the sale would proceed.

'I can tell you from the bottom of my heart that I am confident the deal will go through - but it is subject to the goodwill of a lot of people,' he said.

Predictably, analysts were divided on the offer price of HK$3.50 a share - which is 21.87 times forecast earnings per FPB share for this year; and a premium of 51.6 per cent to the net asset value per FPB share of about HK$2.31 as at December 31.

The price was regarded by some analysts as too high, while others pointed to the possibility of guarantees about the quality of the bank's loans and said these might have justified the price.

Among the banks outbid by BEA was Citic Ka Wah Bank, which in a brief statement yesterday said that it was disappointed that its offer bid had failed.

'However, we believe that the price we proposed - arrived at after prudent financial assessment of First Pacific Bank's books - was reasonable,' said a Citic bank official.

It is reliably understood that the price bid by Citic Ka Wah was close to HK$3 a share.

At yesterday's press conference, Mr Li said BEA's ongoing plan was to expand its presence throughout Hong Kong, and also on the mainland.

'The 23 branches of First Pacific Bank, added to the 108 branches of the Bank of East Asia Group will increase our Hong Kong base network to 131 branches,' Mr Li said.

The acquisition of FPB, he said, would provide BEA with a greater market share in asset-based finance, credit card services and mortgage business, and would also assist in global ventures.

It would also lift the enlarged asset base higher than the US$20 billion threshold required to expand branch banking operations on the mainland, said Mr Li, and the bank would consider listing its China business in Hong Kong.