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: June 22, 2007
On June 22, 2007, Fortis, Royal Bank of Scotland and Santander issued the following joint press release:
22 June 2007 — ABN AMRO Proposed Offer Update
Fortis, Royal Bank of Scotland and Santander (the “Banks”) are announcing today an update on their
proposed Offer for ABN AMRO:
| 1. | The Banks are making good progress on regulatory change of control and anti-trust
filings. |
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| 2. | The Banks expect to file all the draft documentation relating to the proposed Offer
with the AFM and UKLA by early next week, they expect to issue the offer documents and to
make a public SEC filing by mid-July 2007. The Offer to ABN AMRO shareholders is expected
to commence at this point. |
||
| 3. | The Extraordinary General Meetings of shareholders of each of the Banks in connection
with the transaction are being convened starting next week and all the EGMs will be held
by the first half of August 2007. |
The Banks remain convinced that their proposed Offer represents superior value for ABN AMRO
shareholders and significant benefits for customers and employees.
Important Information
The AFM is The Netherlands Financial Markets Authority (Autoriteit Financiële Markten).
The UKLA is the UK Listing Authority.
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 proposed Offer for ABN AMRO, RBS expects to file with the U.S. Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form F-4, which will constitute a
prospectus, and the Banks expect to file with the SEC a Tender Offer Statement on Schedule TO and
other relevant materials. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE PROPOSED OFFER 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 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 certain
circumstances. Forward-looking statements include any statements related to the benefits or
synergies resulting from a transaction with ABN AMRO and, without limitation, 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 proposed offer, including the 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 proposed offer (including anticipated synergies) not
being realized, the separation and integration of ABN AMRO and its assets among the Banks and the
integration of such businesses and assets by 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.
Any offer made in or into the United States will only be made by the Banks and/or RFS Holdings
directly or by a dealer-manager that is registered with the SEC.
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