Institutions worry about BT merger

British Telecom is facing unexpectedly stiff concern from some of its largest institutional shareholders over key aspects of its proposed pounds 13bn merger with its US partner, the long-distance carrier MCI, with just two weeks left before investors vote on the deal at an extraordinary meeting.

Some big shareholders are understood to have requested further briefings with BT, or called for additional information to clarify the company's claim that by buying MCI it will generate higher growth for investors. The UK group has estimated the merger will bring cost savings and other benefits worth pounds 1.5bn over five years and will bring accelerated dividend growth.

One big institution, which did not want to be named, said it remained to be convinced by the commercial justification for the merger. "This is a very big merger with very large sums of money involved and it radically alters the rating of BT shares. We want to be sure it is the right thing to be doing," said a spokesman.

The concerns have emerged as MCI shareholders in the US prepare to vote on the merger at the group's annual general meeting today. The vote will be the first crucial test of BT's unprecedented campaign to "market" the deal to investors on either side of the Atlantic. Some US shareholders are worried that the link with BT will lessen MCI's famously aggressive corporate culture. British shareholders will vote on the merger at an extraordinary general meeting on 15 April.

A leading telecommunications analyst suggested that though large shareholders would almost certainly vote in favour of the merger, they were likely to give BT a "hard time" after the deal went through.

"BT can certainly deliver good growth numbers if it wants to, but it's the underlying quality of these earnings which is concerning shareholders," the analyst said.

A BT spokesman insisted the investor briefings had gone well. "We have not noticed any people who were less positive as a result of the investor roadshows we've been conducting. The feedback in general was extremely positive."

BT shares dropped 17.5p yesterday to 428p. In late trading they failed to recover any ground lost as share prices generally started to rally following steep falls early in the day.

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