Filed
by ABN AMRO
Holding N.V.
Pursuant
to Rule 425
under the Securities Act of 1933
Subject
Company:
ABN
AMRO Holding
N.V.
Commission
File
Number: 001-14624
Amsterdam,
16 September
2007
ABN
AMRO publishes
shareholders’
circular including reasoned opinion of
the Boards
ABN
AMRO today has published a
circular to update
shareholders on the view of ABN AMRO on the Offers that have been made
for the
bank by Barclays and the Consortium of RBS, Santander and Fortis. The
shareholders’
circular contains a reasoned opinion of
the ABN AMRO Managing Board and the ABN
AMRO Supervisory Board, further to
the reasoned opinion as first published 30 July 2007. The text of the
reasoned
opinion is included below in this press release. The full text of the
shareholders’
circular can be found on ABN
AMRO’s
website: (www.abnamro.com/egm)
and also contains other information in
accordance with section 9q paragraph 2 of the Dutch Securities Markets
Supervision Decree (Besluit toezicht
effectenverkeer
1995).
Reasoned
opinion
The
ABN AMRO Managing Board and the ABN AMRO Supervisory Board have further
reviewed
and discussed the Offers with a view to forming a reasoned opinion on
both
Offers based on the current situation and taking into account the best
interests
of ABN AMRO shareholders and other stakeholders. The ABN AMRO Managing
Board and
the ABN AMRO Supervisory Board have continued to compare the Offers with
the
stand-alone scenario, as well as a 'managed break-up' alternative. However,
based on the situation today, the ABN AMRO Boards are of the opinion
that the
current Offers are superior for shareholders and other stakeholders of
ABN AMRO,
in particular when taking into account the execution risks of the alternative
scenarios for shareholders. In accordance with Dutch law (as further
explained
in paragraph 7 of this shareholders’ circular), the ABN AMRO Managing Board and
the ABN AMRO Supervisory Board assessed each Offer in the context of
the
following elements:
Interest
of
shareholders and other stakeholders
Shareholders:
the
current value of the Offers, the mix of consideration, the degree of
sensitivity, as appropriate, of the value of the Offers to the offerors'
share
prices and proposed synergies.
Employees:
career
opportunities, commitments, any proposed gross and net redundancies and
the
formal advice and opinions of, as well as views expressed by, employee
representative bodies.
Customers:
service
quality and continuity with regard to product offerings and business
models.
Creditors:
financial
strength and long-term ratings of the ongoing businesses.
Company:
fit with
ABN AMRO’s strategic growth objectives and aim to become a top 5 player by
market-cap and create superior long-term value for our
shareholders.
Risks
associated with each proposed transaction
Execution
risks,
including the likelihood and timing of regulatory approvals, the wording
of
"Material Adverse Change" clauses and other pre-offer and offer conditions
or
fiduciary outs of each Offer.
Post–acquisition
risks: where relevant, break-up and integration risks, capital adequacy
and
funding, legal and compliance risks and business integrity risks.
Corporate
Governance
Headquarter
location, board structure and board representation, likely distribution
of
senior and middle management positions.
Barclays
Offer
Barclays
announced
on July 23, 2007 the proposed terms of the revised Barclays Offer, which
was
formally launched on August 6, 2007 and, if not extended, closes on October
4,
2007.
The
revised Barclays Offer includes amended offer terms and has introduced
a
significant cash element, together with a mix-and-match alternative.
The value
of the Barclays Offer remains highly dependent on the share price performance
of
Barclays.
Barclays
obtained
shareholder approval for the consummation of the Barclays Offer, including
the
issuance of new ordinary shares, on September 14, 2007.
The
ABN AMRO Boards note that the proposed merger with Barclays is consistent
with
ABN AMRO's previously articulated strategic vision. ABN AMRO's assessment
of the
related post acquisition business and integration risks is that they
are
manageable and acceptable.
The
proposed transaction with Barclays has been cleared by the European Commission.
The European Commission concluded that consummation of the Barclays Offer
would
not significantly impede effective competition in the European economic
area or
any substantial part thereof.
The
proposed transaction with Barclays has received a declaration of no objection
from the Dutch Ministry of Finance and DNB with certain prescriptions
and
restrictions which are intended to ensure a smooth transition and integration
process and to safeguard the interests of our customers, our creditors
and the
financial system. Barclays has publicly announced that its directors
believe
that Barclays will have no difficulty complying with these prescriptions
and
restrictions. The ABN AMRO Managing Board and the ABN AMRO Supervisory
Board
will cooperate with Barclays in meeting these prescriptions and restrictions
imposed by the DNB and the Dutch Ministry of Finance during a transition
period
following settlement, if the Barclays Offer would be successful.
The
ABN AMRO Boards also took into account the positive opinion of the European
Staff Council and the positive advice of the Central Works Council in
respect of
the proposed combination with Barclays, received by ABN AMRO as part
of the
consultation process. The ABN AMRO Boards also noted the commitments
made to
employees and trade unions in respect of employee's rights and respecting
of
existing agreements including redundancy plans.
As
at the market close on September 14, 2007, the Barclays Offer was at
a 9.8%
discount to the ABN AMRO market price and at a 16.7% discount to the
see-through
value of the Consortium Offer.
Based
on current
valuation levels, the ABN AMRO Boards are therefore, while recognizing
the
strategic benefits of the combination with Barclays, not in a position
to
recommend the Barclays Offer for acceptance to ABN AMRO shareholders
from a
financial point of view. It should be noted that the Barclays Offer remains
subject to the condition that the ABN AMRO Boards recommend the Barclays
Offer
by the end of the offer period. Barclays is entitled to, but not obliged,
to
waive this condition and could therefore decide not to declare its Offer
unconditional.
Consortium
Offer
The
Consortium formally launched its Offer on July 21, 2007. The tender offer
period, if not extended, will end on October 5, 2007.
The
current value of the Offer, with its high cash component, is highly attractive
to the ABN AMRO shareholders from a financial point of view. As at the
market
close on September 14, 2007, the Consortium Offer was at a premium of
8.2% to
the ABN AMRO market price and of 20.0% to the see-through value of the
Barclays
Offer.
The
shareholders of each of Fortis, RBS and Santander have approved the consummation
of the Consortium Offer, which has removed uncertainty about the outcome
of the
Consortium's respective shareholder votes.
In
August and early September, ABN AMRO Managing Board members and senior
business
representatives of ABN AMRO had more than 30 meetings with the Consortium
to
discuss the ABN AMRO businesses and activities and to address possible
issues
associated with the Consortium Offer and its plans. This resulted in
a better
understanding of the strategy and plans of the Consortium members and
how ABN
AMRO’s assets would contribute. The explanation of the Consortium approach
with
respect to clients and employees has considerably reduced the concerns
in those
areas. The ABN AMRO Boards welcomed the efforts made by the Consortium
in
establishing a dialogue with the ABN AMRO employee representative bodies
and the
commitments made to the ABN AMRO employees with respect to social plans,
collective labour agreements and redundancy procedures.
At
the date of this shareholders' circular, the proposed transaction with
the
Consortium has not been cleared by the European Commission. On September
13,
2007, the European Commission extended the review of the proposed transaction
with the Consortium to October 3, 2007, further to remedies offered by
Fortis to
the European Commission. The ABN AMRO Boards have noted the discussions
between
Fortis and the European Commission. After having reviewed the position
taken by
each of Fortis and the European Commission the ABN AMRO Boards concluded
that
the impact of the remedies offered by Fortis on customers and employees
is not
materially different from the impact of the Consortium Offer as such.
The
outcome of the review by the European Commission is not yet known to
ABN AMRO.
In coming to its reasoned opinion, the ABN AMRO Boards have assumed that
the
condition to the Consortium Offer regarding review of the proposed transaction
by the European Commission is satisfied or waived prior to the end of
the
initial tender offer period of the Consortium Offer, on terms and conditions
acceptable to also ABN AMRO. The ABN AMRO Boards acknowledge that remedies
to be
agreed upon by Fortis and the European Commission (if any) and the way
of
implementing such remedies might result in additional post-completion
execution
risks.
The
decision on the proposed transaction by the Ministry of Finance and the
views of
the DNB in this respect have not yet been published. Publication of the
decision
of the Ministry of Finance and the views of the DNB is expected on Monday,
September 17, 2007. If and when published, the ABN AMRO Boards expect
that any
declaration of no objection from the Ministry of Finance and the DNB
for the
Consortium Offer will have certain prescriptions and restrictions, which
will
include at least prescriptions and restrictions similar to the Barclays
Offer,
which are intended to safeguard the interests of our customers, our creditors
and the financial system and aim at mitigating certain risks related
to the
Consortium Offer.
The
ABN AMRO Boards have offered to cooperate with the Consortium in order
to help
mitigate the remaining identified risks associated with the Consortium
Offer and
to assist in meeting any prescriptions and restrictions imposed by the
DNB and
the Dutch Ministry of Finance during a transition period following settlement,
if the Consortium Offer would be successful.
Nevertheless,
the
ABN AMRO Boards continue to see additional business and operational risks
associated with the proposed break-up of ABN AMRO.
The
amount of the capital raisings yet to be completed by the Consortium
members
during the coming weeks to fund the cash component of the Consortium
Offer is
high in absolute and relative terms and market circumstances are volatile
at
this point in time. The broadly defined "Material Adverse Change" clause
as
worded in the Consortium Offer remains unchanged and constitutes an area
of
continued concern during this period of increased market
volatility.
The
ABN AMRO Boards are not in a position to recommend the Consortium Offer
for
acceptance to ABN AMRO shareholders but acknowledge the clearly superior
value
of the Consortium Offer to the ABN AMRO shareholders.
Conclusion
The
ABN AMRO Managing Board and the ABN AMRO Supervisory Board remain committed
to
ensuring that shareholders have the option to accept either the Consortium
Offer
or the Barclays Offer. The combination with Barclays remains consistent
with the
strategic intent of ABN AMRO as an institution. Furthermore, the ABN
AMRO Boards
are not in a position to support the break-up of ABN AMRO but acknowledge
that
the Consortium Offer, with its high cash component and significant implied
premium to the Barclays Offer, is clearly superior for the ABN AMRO shareholders
from a financial point of view based on current valuation levels.
Therefore,
the ABN
AMRO Managing Board and the ABN AMRO Supervisory Board refrain from recommending
either Offer for acceptance to ABN AMRO shareholders. ABN AMRO will continue
to
engage with both Barclays and the Consortium to facilitate removal of
uncertainties and conditions where possible and the ABN AMRO Boards have
offered
to support the transition of ABN AMRO under both Offers.
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.
Press
contact: +31 20 6288900
IR
contact:
+31 20 6287835
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 Banco Santander Central Hispano,
S.A., Fortis SA/NV and the Royal Bank of Scotland Group plc (“RBS” and
collectively, 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 (the “SEC”). 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 SEC and to any subsequent
reports
furnished or filed by us with the SEC. 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
Barclays
has filed
with the SEC a Registration Statement on Form F-4, which contains a prospectus,
and a Tender Offer Statement on Schedule TO. RBS has filed with the SEC
a
Registration Statement on Form F-4, which contains a prospectus, and
RFS
Holdings B.V., Fortis N.V., Fortis SA/NV, Fortis Nederland (Holding)
N.V., RBS,
Banco Santander Central Hispano, S.A.. and Santander Holanda B.V.
have
filed with the
SEC a Tender Offer Statement on Schedule TO. ABN AMRO has filed with
the SEC
Solicitation/Recommendation Statements on Schedule 14D-9 in respect of
the offer
by each of Barclays and the Consortium.
INVESTORS
ARE URGED
TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTIONS IF AND WHEN
THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors
may obtain
a free copy of such filings without charge at the SEC's website
(http://www.sec.gov). Copies of the prospectus contained in the Barclays
Form
F-4 may also be obtained, without charge, from Barclays and copies of
the
prospectus contained in the RBS Form F-4 may also be obtained, without
charge,
from RBS.
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 and RBS 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.
Press
contact: +31 20 6288900