Philippa Slinger, chief executive of Heatherwood and Wexham Park Hospitals NHS Foundation Trust (HWPHT), said the trust faces administration if a merger with Frimley Park Hospital NHS Foundation Trust does not materialise.
Ms Slinger said previous years of financial mismanagement mean the trust will never be able to generate enough income to fund vital expansion works at both hospitals.
But she was positive the touted merger would go ahead and revealed it could help secure vital cash to invest in construction work at Heatherwood Hospital and a new A&E and maternity unit at Wexham Park Hospital.
She said: "We hope from the merger it will put all our services into a sustainable footing and we have faith in the Department of Health to put the capital investment needed to rebuild. We could have a brand new shiny A&E, a new maternity unit [both at Wexham Park], a great elective centre at Heatherwood and the fabric of the buildings would be sorted out - it's a massive opportunity.
"There's an element if you just forget all that will go with that - just think what we could have in five years' time."
She is in talks with bosses from Frimley Park Hospital NHS Foundation Trust about the merger. The Surrey trust would acquire the staff contracts and liabilities of HWPHT - which would be dissolved.
HWPHT's deficit has been slashed to about £6.9m in April, from more than £13m last year, but Ms Slinger warned: "If the merger doesn't go ahead - we are in breach of our authorisation and without significant growth I can not develop a strategic financial future that gets us out of debt and makes the surplus that we can make the investment that is needed."
The Wexham Park Hospital A&E department was built for 70,000 attendances a year, but it is now attracting around 120,000-130,000 and the maternity unit, which was built for 3,500, is struggling with nearly 6,000 admissions.
Ms Slinger said the departments, as well as building work at Wexham Park and Heatherwood, are in need of urgent investment, adding: "There's a danger administration would be used - we would be a bust trust without a future."
She said the merger would allow savings in back office functions to protect the frontline services. This would include redundancies, but Ms Slinger said these can be minimised by a planned management of vacancies and recruitment.
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