Filed by Fortis SA NV
This communication is filed pursuant to Rule 425 under the Securities Act of
1933, as amended and deemed filed pursuant to Rule 14d-2 under the Securities
Exchange Act of 1934, as amended
Subject Company: ABN AMRO Holding NV
Commission File Number: 001-14624
Date: April 25, 2007
On April 25, 2007, Fortis, Santander and Royal Bank of Scotland issued the
following press release:
25 April 2007 - Fortis, RBS and Santander Announcement
ABN AMRO invited Fortis, RBS and Santander (collectively, the "Banks") to a
meeting on Monday 23 April 2007 to discuss their proposals in relation to a
potential transaction with ABN AMRO. On that day ABN AMRO announced a
recommended offer by Barclays and the sale of LaSalle Bank to Bank of America.
The Banks have now had the opportunity of considering their position and
examining the offer made by Barclays. The Banks are of the clear view that their
proposals are superior for ABN AMRO's shareholders and are straightforward from
a shareholder, regulatory and execution perspective. These proposals are
contingent on LaSalle Bank remaining within the ABN AMRO group and due
diligence.
Last night the Banks received a letter from ABN AMRO seeking further details of
their proposals and a meeting to discuss them. The Banks have accepted this
invitation and summarise their proposals below. In addition, the Banks have
requested that the Supervisory and Managing Boards of ABN AMRO take such steps
as may be required to ensure that LaSalle Bank remains within the ABN AMRO group
and provide limited due diligence information so that the Banks' proposals can
be brought forward as an offer.
The following is a summary of the key aspects of the potential transaction:
o A price indication of (euro)39 per share*, subject to due diligence
(see below). This would be 13% higher than the value of the Barclays
offer as of the market close yesterday.
o Approximately 70% of the consideration payable in cash, 30% in RBS
shares.
o The Banks believe that execution risk would be lower than in a
transaction with Barclays. The Banks already have significant presence
and experience in all of ABN AMRO's main markets, and also have proven
capabilities in delivering transaction benefits from large-scale
integrations and IT conversions, underpinning their ability to manage
and integrate ABN AMRO's operations.
o The Banks believe that the potential transaction will create stronger
businesses with enhanced market positions and growth prospects in each
of ABN AMRO's main markets. This together with the greater combined
scale of the Banks and their proven track records of growing
businesses can deliver concrete benefits to ABN AMRO's shareholders,
customers and employees.
o RBS will lead the Banks' orderly reorganisation of ABN AMRO and will
take on the primary responsibility of ensuring that ABN AMRO meets its
regulatory requirements from completion of a transaction.
* Including the ABN AMRO 2006 final dividend of (euro)0.60 per share
These proposals are subject to certain pre-conditions, including:
o ABN AMRO having taken such steps as may be required to ensure that
LaSalle Bank remains within the ABN AMRO group. The Banks will work
with ABN AMRO to facilitate this.
o Limited due diligence on no more information than received by Barclays
and Bank of America. The Banks would be able to complete this due
diligence within a very short period of time.
The Banks are confident that a transaction based on the above proposals would
create value for their own shareholders.
In summary, the Banks believe that, because of the materially higher value
available for shareholders and the benefits to customers and employees compared
with the recommended offer from Barclays, it is in ABN AMRO's stakeholders'
interests for the Supervisory and Management Boards to:
o Take such steps as may be required to ensure that LaSalle Bank remains
within the ABN AMRO group
o Provide limited due diligence
o Co-operate with the Banks so that they can develop their proposals
into a formal offer
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Important Information
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995 (the "Decree"). It does not constitute
an announcement pursuant to article 9(b)(2)(b) of the Decree, as no letter as
referred to in article 9(d)(2) has been filed. Any possible transaction would be
subject to approval of competent regulatory authorities in relevant
jurisdictions.
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.