Filed
by ABN AMRO
Holding N.V.
Pursuant
to Rule 425
under the Securities Act of 1933
and
deemed filed
pursuant to Rule 14d-9
of
the Securities Exchange Act of 1934
Subject
Company:
ABN
AMRO Holding
N.V.
Commission
File
Number: 001-14624
Amsterdam,
6 August
2007
ABN
AMRO informative EGM to discuss
offers on 20 September 2007
Following
the launch of the public
offer today by Barclays
there will be two competing offers for ABN AMRO shares as of Tuesday
7 August 2007. ABN AMRO intends to hold an informative Extraordinary General
Meeting of Shareholders on 20 September 2007 at 10:30 in 'de Doelen' in
Rotterdam to discuss
the offer by Barclays and by the
Consortium of RBS, Santander and Fortis.
Subject
to further amendments, the
agenda items for that meeting will include a background to the public offers
on
all outstanding shares of ABN AMRO by Barclays and the Consortium, and the reasoned
opinions of the
Managing Board and Supervisory Board on those offers and the alternatives
considered. The press release of 30 July 2007 reflects the current reasoned
position of the ABN AMRO Boards (as meant in article 9q (2)(a) Bte) on
both Offers. Depending on further
developments the ABN AMRO Boards may evaluate their position and inform
the ABN
AMRO Shareholders accordingly.
The
definitive agenda and notes thereto
will be published around the time of formal convocation of the
EGM.
Press
contact:
+31206288900
IR
contact :
+31206287835
This
is an announcement pursuant to
article 9b paragraph 1 of the Dutch Securities Markets Supervision Decree
(Besluit toezicht effectenverkeer 1995).
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 outcome of the offers for our business by
Barclays PLC (“Barclays”) and the consortium of Fortis, RBS and Santander (the
“Consortium”); 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
On
July 30, 2007, ABN AMRO filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the US Securities and Exchange Commission in which it
advised the ABN AMRO shareholders that the ABN AMRO Managing Board and the
ABN
AMRO Supervisory Board are not currently in a position to recommend either
the
offer launched by the Consortium or the potential offer by Barclays and that
ABN
AMRO will further engage with both parties with the aim of continuing to
ensure
a level playing field and minimizing any of the uncertainties currently
associated with the offers and with a view to optimizing the attractive
alternatives available to ABN AMRO's shareholders.
Barclays
has filed
with the US Securities and Exchange Commission a Registration Statement on
Form
F-4 (as amended) which contains a prospectus. Barclays expects to file with
the
US Securities and Exchange Commission additional amendments to such Registration
Statement as well as 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 in respect of the potential offer by Barclays and other relevant
materials. Such documents, however, are not currently available.
INVESTORS
ARE URGED
TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTIONS 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 Barclays ordinary 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.
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