Filed
by
ABN AMRO Holding N.V.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14d-9
of
the
Securities Exchange Act of 1934
Subject
Company:
ABN
AMRO
Holding N.V.
Commission
File Number: 001-14624
Amsterdam,
30 July 2007
ABN
AMRO – Offer Update
The
Managing and Supervisory Boards of ABN AMRO (the “Boards”), in their respective
meetings on 26 and 27 July 2007, discussed the Consortium offer and the proposed
Barclays offer (each an “Offer”, together, the “Offers”) with a view to coming
to a reasoned position on both Offers taking into account the best interest
of
the Company’s shareholders and other stakeholders. In doing so, the Boards
assessed each Offer in the context of the following elements:
1.
|
Interest
of shareholders and other
stakeholders
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|
·
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Shareholders:
the current value of the Offers, the mix of consideration, the degree
of
sensitivity, as appropriate, of the value of the Offers to the offerors’
share prices, proposed synergies and ABN AMRO’s strategic
vision;
|
|
·
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Employees:
career opportunities, commitments, any proposed gross and net redundancies
and the formal advice and opinions of, as well as views expressed
by,
employee representative bodies;
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|
·
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Customers:
service quality and continuity with regard to product offerings and
business model;
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|
·
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Creditors:
financial strength and long-term ratings of the ongoing
businesses.
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The
Boards
would anticipate that the DNB and other regulators, in performing their roles
and making their final determinations, will discipline and monitor both offerors
in the best interest of customers, creditors, the financial system and society
at large.
2.
|
Risks
associated with each proposed
transaction:
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·
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Execution
risks, including the likelihood and timing of regulatory and
shareholder approvals, the wording of “Material Adverse Change” clauses
and other pre-offer and offer conditions or fiduciary outs of each
Offer;
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·
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Post
–acquisition risks: where relevant, break-up and integration risks,
capital adequacy and funding, legal and compliance risks and business
integrity risks;
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|
·
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Where
relevant, Headquarter location, Board structure and representation,
likely
distribution of senior and middle management
positions.
|
Barclays
Offer
Barclays
announced on 23 July the proposed terms of its revised
Offer. Barclays expects to launch such Offer as soon as practicable,
subject to, inter alia, regulatory approval for the Offer to be
made.
The
Revised Barclays Offer includes amended offer terms and has introduced a
significant cash element, together with a mix-and-match alternative. The value
of this offer, however, remains highly dependent on the share price performance
of Barclays.
The
Boards
note that the proposed merger with Barclays is consistent with ABN AMRO’s
previously articulated strategic vision. In addition, the strategic cooperation
with China Development Bank should further enhance the growth opportunities
of a
potential combined Barclays/ABN AMRO group in the attractive Asian market and
could result in creation of additional longer-term value for ABN AMRO
shareholders.
The
proposed transaction with Barclays is understood to be well on track to receive
the required regulatory approvals and generally has acceptable and manageable
post acquisition risks.
The
Boards
also took into account the positive opinion of the European Staff Council and
the positive advice of the Central Works Council in respect of the proposed
combination with Barclays, received by ABN AMRO as part of the consultation
process. The Boards also noted the commitments made to employees and trade
unions in respect of employee’s rights and respecting of existing
agreements.
The
approval of the shareholders of Barclays is still outstanding and currently
expected at the earliest mid-September 2007. The outcome of that vote
remains uncertain at this stage.
As
at the
market close on 27 July 2007, the Barclays offer was at a 1.0% discount to
the
ABN AMRO market price and at an 8.8% discount to the see-through value of the
Consortium offer.
The
Boards
are therefore, notwithstanding their support of the strategic benefits of the
combination with Barclays, not currently in a position to recommend from a
financial point of view the Barclays Offer for acceptance to ABN AMRO
shareholders.
Consortium
Offer
The
Consortium formally launched its Offer on 21 July 2007. The tender
offer period, if not extended, is expected to end on 5 October
2007.
The
current value of the Offer, with its high cash component, is attractive to
the
ABN AMRO shareholders. As at the market close on 27 July 2007, the
Consortium
offer was at a premium of 8.5% to the ABN AMRO market price and of 9.6% to
the
Barclays Offer’s implied value.
The
Boards
welcome the efforts made by the Consortium in establishing a dialogue with
the
ABN AMRO employee representative bodies and the commitments made to the ABN
AMRO
employees with respect to redundancy procedures.
The
Boards
have identified a number of significant risks to the Consortium
offer:
|
1.
|
Whereas
sources of integration risks are broadly similar to those identified
for
the Barclays Offer, the ABN AMRO Boards have significant unresolved
questions about the proposed break-up of ABN AMRO and the proposed
methodology of the Consortium to implement such a break-up (as also
explained to the Consortium on 5 May and included in our press release
dated 14 May 2007);
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2.
|
Whereas
Santander shareholders have already approved the proposed transaction,
approvals of the shareholders of Fortis and RBS are still outstanding
and
expected at the earliest on, respectively, 6 August and 10
August. The outcome of those votes remains uncertain at this
stage;
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|
3.
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The
approval of the proposed transaction by the Ministry of Finance and
the
views of the Dutch Central Bank in this respect remain uncertain,
including as to timing and associated conditions of any such approval,
particularly in view of the proposed
break-up;
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4.
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The
broadly defined “Material Adverse Change” clause as it is currently worded
in the Consortium Offer is more onerous and uncertain than the proposed
equivalent Barclays clause.
|
Taking
the
above factors into account, the Boards of ABN AMRO are not currently in a
position to recommend the Consortium Offer for acceptance to ABN AMRO
shareholders.
Conclusion
In
light
of the above, the Boards are not currently in a position to recommend either
Offer for acceptance to ABN AMRO shareholders. ABN AMRO will further
engage with both parties with the aim of continuing to ensure a level playing
field and minimising any of the uncertainties currently associated with the
Offers with a view to optimising the attractive alternatives available to ABN
AMRO’s shareholders.
ABN
AMRO
and Barclays have agreed further amendments to the Merger Protocol and the
Merger Protocol, as amended, remains in effect. Under the amended merger
protocol, it remains a condition for the Barclays offer that ABN AMRO recommends
the Barclays offer. Additionally, ABN AMRO will be free to discuss the
Consortium offer with the Consortium and its advisers. The letter effecting
the
amendments to the Merger Protocol will be filed with the SEC later today and
will be available on the ABN AMRO website www.ABNAMRO.com.
Press
contact: +31 20 6288900
IR
contact: +31 20 6287835
This
is an
announcement pursuant to article 9b paragraph 1 of the Dutch Securities Markets
Supervision Decree (Besluit toezicht effectenverkeer 1995).
This
document shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities, in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Cautionary
statement regarding forward-looking statements
This
announcement contains forward-looking statements. Forward-looking statements
are
statements that are not historical facts, including statements about our beliefs
and expectations. Any statement in this announcement that expresses or implies
our intentions, beliefs, expectations or predictions (and the assumptions
underlying them) is a forward-looking statement. These statements are based
on
plans, estimates and projections, as they are currently available to the
management of ABN AMRO Holding N.V. ("ABN AMRO"). Forward-looking
statements therefore speak only as of the date they are made, and we take no
obligation to update publicly any of them in light of new information or future
events.
Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could therefore cause actual future results to differ materially from
those expressed or implied in any forward looking statement. Such factors
include, without limitation, the consummation of our proposed merger with
Barclays PLC ("Barclays"); the completion of our proposed disposition of
LaSalle; the conditions in the financial markets in Europe, the United States,
Brazil and elsewhere from which we derive a substantial portion of our trading
revenues; potential defaults of borrowers or trading counterparties; the
implementation of our restructuring including the envisaged reduction in
headcount; the reliability of our risk management policies, procedures and
methods; the outcome of ongoing criminal investigations and other regulatory
initiatives related to compliance matters in the United States and the nature
and severity of any sanctions imposed; and other risks referenced in our filings
with the US Securities and Exchange Commission. For more information on these
and other factors, please refer to Part I: Item 3.D "Risk Factors" in our Annual
Report on Form 20-F filed with the US Securities and Exchange Commission and
to
any subsequent reports furnished or filed by us with the US Securities and
Exchange Commission. The forward-looking statements contained in this
announcement are made as of the date hereof, and the companies assume no
obligation to update any of the forward-looking statements contained in this
announcement.
Additional
Information and Where to Find it
In
connection with the offer launched by the consortium of Fortis, RBS and
Santander, ABN AMRO will, in the course of today, file with the US Securities
and Exchange Commission a Solicitation/Recommendation Statement on Schedule
14D-9 advising the ABN AMRO shareholders (i) whether it recommends acceptance
or
rejection of such offer, expresses no opinion and remains neutral toward such
offer, or is unable to take a position with respect to such offer and (ii)
the
reason(s) for its position with respect to such offer. The ABN AMRO boards
request the ABN AMRO shareholders to defer making a determination on whether
to
accept or reject such offer until they have been advised of ABN AMRO’s position
with respect to the offer.
In
connection with the proposed business combination transaction between Barclays
and ABN AMRO, Barclays has filed with the US Securities and Exchange
Commission an amendment to its Registration Statement on Form F-4 which will
contain a prospectus. Barclays expects to file with the US Securities
and Exchange Commission further amendments to such Registration Statement as
well as a Tender Offer Statement on Schedule TO and other relevant
materials. In addition, ABN AMRO expects that it will file with the
US Securities and Exchange Commission a Solicitation/Recommendation Statement
on
Schedule 14D-9 and other relevant materials. Such documents, however, are not
currently available.
INVESTORS
ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND
WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors
will be able to obtain a free copy of such filings without charge, at the SEC's
website (http://www.sec.gov) once such documents are filed with the SEC. Copies
of such documents may also be obtained from Barclays and ABN AMRO, without
charge, once they are filed with the SEC.
The
publication and distribution of this document and any separate documentation
regarding the intended Offer, the making of the intended Offer and the issuance
and offering of shares may, in some jurisdictions, be restricted by law. This
document is not being published and the intended Offer is not being made,
directly or indirectly, in or into any jurisdiction in which the publication
of
this announcement and the making of the intended Offer would not be in
compliance with the laws of that jurisdiction. Persons who come into possession
of this announcement should inform themselves of and observe any of these
restrictions. Any failure to comply with these restrictions may constitute
a
violation of the securities laws of that jurisdiction.
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