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.