ABN Amro Boards Won't Side With Bidders

Business Materials 17 September 2007 07:22 (UTC +04:00)

( AP ) -- ABN Amro's boards will not recommend either of the two rival takeover bids the Dutch bank has received, they told shareholders Sunday.

The Barclays PLC bid fits better with ABN's own corporate strategy, while the one from a consortium led by Royal Bank of Scotland PLC is worth more, but is risky, the company's managing board and supervisory board said in a statement Sunday.

Either takeover, if successful, would be the largest in the history of the financial industry. ABN Amro Holding NV shareholders meet Thursday to discuss the Barclays bid, which expires Oct. 4, and the RBS offer, which ends a day later.

In the statement, the boards said they "acknowledge that the consortium offer ... is clearly superior for the ABN Amro shareholders from a financial point of view."

At Friday's closing prices, the mostly cash bid by RBS was worth 70.2 billion euros ($97.4 billion), or 37.91 euros per ABN share -- 19 percent more than Barclays' mostly share bid.

However, ABN shares closed at 35 euros ($48.55), signaling investors still have doubts as to whether the RBS deal will prevail.

Chief Executive Rijkman Groenink said the boards "could not be expected, as representatives of the company, to recommend the breakup of the bank."

Among the consortium, Fortis NV of Belgium wants ABN's Dutch operations, Banco Santander Central Hispano SA wants its Brazilian and Italian arms, and RBS wants the rest, including ABN's investment banking arm.

Barclays' proposed merger would largely leave ABN intact -- except for its U.S. arm, LaSalle Bank, which Groenink agreed to sell to Bank of America Corp. for $21 billion in what was widely seen as a poison pill measure to frustrate the RBS-led group.

However, Groenink told Dutch state broadcaster NOS Sunday that "the chance is greatest that it is the consortium that reaches the finish line."

While Barclays' bid has passed all regulatory hurdles, the RBS bid awaits approval from EU competition authorities and a statement of "no objection" from Dutch financial authorities.

In addition, amid recent turmoil on credit markets, there is some question as to whether the consortium members could run into trouble arranging financing for their deal -- even though all members have strong credit profiles and underwriting agreements are in place with prestigious financial management companies like Merrill Lynch & Co.

ABN said the amount of money the consortium still needs to raise "is high in absolute and relative terms, and market circumstances are volatile at this point in time."

It hinted at the risk the consortium could lower or walk away from its offer, citing the "material adverse change" clause in its offer documents, which ABN described as "broadly worded."

ABN vowed to work with Dutch and European regulators to resolve any conditions imposed on a deal with RBS, if it is the one shareholders approve.

"Nevertheless, the ABN Amro boards continue to see additional business and operational risks" in the RBS deal, they said.

Groenink said several times before he was sidelined from involvement in the talks that he preferred the Barclays deal. It was not clear whether lower-ranked employees would view the consortium as a hostile buyer, which could poison the process of combining operations.

Dutch media have reported that ABN's rivals in the Netherlands have been poaching customers since March, when the company first announced it was in merger talks with Barclays, but the company's earnings so far haven't shown any impact.

Dutch labor unions are unhappy with the prospect of either takeover, but are in general more favorable toward Barclays, reasoning that the overlap between Fortis and ABN Amro's operations will lead to layoffs if the consortium wins. However, the consortium has said it plans no forced layoffs.

Barclays has said it expects to cut or outsource more than 20,000 jobs in case it wins, mostly in Britain.