Q&A
to
Consortium proposed offer
Have
you received a formal offer from the Consortium?
We
have
received a bid of US$ 24.5 bln for LaSalle conditional on consummation of
an offer for the entire Group of EUR 38.40 per share for
which we received an
indicative proposal.
Do
you call this higher bid superior? In other words, is Bank
of America now
outbid?
The
Consortium offer for LaSalle was not superior to the BofA
agreement and
therefore we rejected it. We consider the certainty of the BofA contract of
greater value for the shareholders than the uncertain prospect
of higher
proceeds in the event of a sale to the Consortium.
Have
you met the Consortium this weekend? How have the talks
gone?
We
have
been in constant discussion with the Consortium for all the
week-end.
Can
the Consortium bid for the whole company?
Yes.
What
is the status of your talks with Barclays?
We
have
entered into an agreement with Barclays regarding the offer
to be made by
Barclays. The management board and the supervisory board
have recommended and
continue to recommend the Barclays’ offer.
Will
you hold an EGM?
It
is ABN AMRO’s intention to hold an Extraordinary General Meeting, the
details of
which will be made available in due course, to enable shareholders
to express
their views on the alternatives available to them at that
time.
Were
you under the Amsterdam court order allowed to take any decision
regarding
LaSalle without prior shareholders approval?
We
have
sought clarification from the court but it refused to do
so. We therefore
decided to continue the go-shop and enabled the Consortium
to make a bid under
the go-shop. The Consortium made use of that and submitted
a bid. The Consortium
has, however, not made a superior offer to the agreement
with Bank of America.
Is
this your decision or is it backed by the Supervisory Board?
It
is the
decision of both Boards.
How
do you intend to proceed from now to offer the best outcome
to your
shareholders?
We
have
secured attractive value for ABN AMRO shareholders.
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 proposed business combination transaction
between Barclays
and ABN AMRO, Barclays expects that it will file with the
US Securities and
Exchange Commission a Registration Statement on Form F-4
which
will
contain a prospectus, 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.