Citi has limited network of branches and get only 35% of its funding from its deposit. The remaining funding is done through the credit market (mainly ST). Since ST credit market freezes up now, to get Wachovia's deposit (nothing else) is crucial to Citi.
Wells Fargo wants to get Wachovia's network in Southeastern part. It is also desperate to get a good deal.
But I believe Wells Fargo hides some dirty stuff in its book. Its portfolio limited to states with largest real estate bubble. WFC might shock the market one day.