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: May 14, 2007
On May 14, 2007, Fortis, Royal Bank of Scotland and Santander issued the following joint
announcement:
14 May 2007 — Fortis, RBS and Santander Announcement
Following recent speculation, Fortis, RBS and Santander (collectively, the “Banks”) wish to clarify
certain aspects of the Acquisition Proposal for LaSalle submitted by the Banks to ABN AMRO on 5 May
2007. The Banks are disclosing a number of private documents following close consultation with the
Autoriteit Financiële Markten (“AFM”).
| • | The price proposed for LaSalle was $24.5 billion. The
Acquisition Proposal for LaSalle was conditional, inter alia,
on an offer for ABN AMRO by the Banks being completed. |
|
| • | As already announced, the Banks committed to making
their offer for ABN AMRO if the Banks’ Acquisition Proposal
for LaSalle was accepted by ABN AMRO and not matched by Bank
of America. The offer would have been consistent with the
terms announced on 25 April 2007. |
|
| • | Under the terms of the sale contract between ABN AMRO
and Bank of America the deadline for an Acquisition Proposal
for LaSalle to be agreed by ABN AMRO was “11.59 p.m., New
York time” on 6 May. On 6 May, ABN AMRO rejected
the Banks’ Acquisition Proposal for LaSalle and the deadline
passed. |
The documents relating to the Banks’ Acquisition Proposal for LaSalle and the accompanying
memorandum on the Banks’ offer for ABN AMRO are available on the Banks’ websites, together with
related formal correspondence from 1 May and 3 May 2007. Issues addressed in the memorandum
included execution, financing, regulatory approvals and the division of assets among the Banks. The
memorandum was, however, put forward in the context of obtaining agreement on the acquisition of
LaSalle and a recommendation from the Boards of ABN AMRO for an offer by the Banks for the ABN AMRO
Group as a whole.
The Banks’ proposals for the acquisition of ABN AMRO as detailed on 25 April 2007 are still under
consideration by the Banks and are pre-conditional, inter alia, on LaSalle remaining in the ABN
AMRO group.
Under the timetable set by Dutch public offer rules, the Banks will make a further statement
regarding their position on or before 27 May 2007.
Important Information
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the Supervision of the
Securities Trade 1995.
In connection with the potential transaction involving ABN AMRO, the Banks expect to file with the
U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4, which
will constitute a prospectus, as well as a Tender Offer Statement on Schedule TO and other relevant
materials. 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 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.
This press release is not an offer of securities for sale into the United States. No offering of
securities shall be made in the United States except pursuant to registration under the U.S.
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 certain
circumstances. Forward-looking statements include any synergy statements and, without limitation,
other statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”,
“plans”, “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,
satisfaction of any pre-conditions or conditions to the potential transaction, including receipt of
required regulatory and anti-trust approvals, the successful completion of the offer or any
subsequent compulsory acquisition procedure, the anticipated benefits of the potential transaction
(including anticipated synergies) 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.
Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis S.A./N.V., Rue Royale 20, 1000
Brussels, Belgium
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