Filed by Banco Santander Central Hispano, S.A.
This communication is filed pursuant to Rule 425 under The Securities Act of 1933, as amended.
Subject Company: ABN AMRO Holding N.V.
Commission File Number: 001-12518
Date: April 27, 2007
On April 27, 2007, Banco Santander Central Hispano, S.A. issued the following joint announcement:
27 April 2007 — Fortis, RBS and Santander Announcement
Fortis, RBS and Santander (collectively, the “Banks”) announce that they have notified the
Supervisory and Managing Boards of ABN AMRO yesterday evening of their intention to make a public
offer (“the Offer”) for 100% of the issued and outstanding share capital of ABN AMRO on a fully
diluted basis. This notification has been occasioned by the terms of the contract ABN AMRO has
signed with Bank of America regarding LaSalle Bank.
Under Dutch regulations, the Banks are not permitted to provide details of the price indicated in
their notice today to ABN AMRO within the 7 days period referred to in section 9d(2) of the Besluit
toezicht effectenverkeer 1995 (the “Decree”). Shareholders of ABN AMRO are invited to refer to the
press release issued by the Banks on 25 April.
The Banks continue to believe that their proposals offer materially higher value for ABN AMRO’s
shareholders and benefits to customers and employees compared with the recommended offer from
Barclays. The Banks have invited the Supervisory and Managing Boards of ABN AMRO to discuss the
Banks’ proposals further as soon as possible.
This is an announcement in accordance with section 9b(2)(b) and section 9d(2) of the Decree.
Important Information
In connection with a potential transaction involving ABN AMRO, the Banks may be required to file
relevant documents with the SEC. 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 documents 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 each Bank, without charge, once they are filed with the SEC.
This communication 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. No offering of securities shall be made in the United States except
pursuant to registration under the US Securities Act of 1933, as amended, or an exemption
therefrom.
Forward-Looking Statements
This announcement includes certain “forward-looking statements”. These statements are based on the
current expectations of the Banks and are naturally subject to uncertainty and changes in
circumstances. Forward-looking statements include, without limitation, statements typically
containing words such as “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of
similar import. By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future. There are a number
of factors that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include, but are not
limited to, the presence of a competitive offer for ABN AMRO, whether the Banks and ABN AMRO enter
into any definitive agreement with respect to the potential transaction, satisfaction of any
conditions to the potential transaction, including receipt of required regulatory and anti-trust
approvals, the anticipated benefits of the potential transaction not being realized, the separation
and integration of ABN AMRO and its assets among the Banks being materially delayed or more costly
or difficult than expected, as well as additional factors, such as changes in economic conditions,
changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of
litigation and government actions. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. None of the Banks
undertake any obligation to update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to the extent legally required.
The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH12 1HQ, UK
Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registered in Scotland No 45551
Banco Santander Central Hispano, S.A., Ciudad Grupo Santander, Avenida de Cantabria, s/n, 28660 Boadilla del Monte, Madrid, Spain