This
message has
been sent to the all staff.
Dear
colleagues,
It
has been some time
since my
last
update
at the beginning of August.
I hope many of you
have taken advantage
of the holiday
season and have had a chance to re-energise. From a publicity point of view,
as
predicted, the past few weeks have been relatively quiet. But things have
certainly not come to a standstill.
The
DNB
has been particularly
busy
studying both offers and has already issued its ‘Declaration
of No
Objection’
(DNO) for the Barclays
offer. We expect the DNB and the Ministry of Finance
to publish their
opinion regarding the consortium offer in the coming days. The EU Commission
is
studying the consortium bid to determine whether there are any
competition issues
associated with it. It will likely give its findings regarding RBS and Santander
within a week or so, but has extended its review of the proposed transaction
with Fortis until 3 October. Barclays has already received this
anti-trust
clearance from the EU
Commission. Furthermore, Barclays’
shareholders on Friday
showed their support for the Barclays offer by voting in favour of it at
their
EGM.
Reasoned
opinion
Now
I think things will
get busy again –
which I feel is good,
as it’s
a sign that we will
soon know where our strategic future lies. On 20 September, we will hold
our
informative
EGM.
According to Dutch
law, the Managing and Supervisory Boards are required to provide our
shareholders with a ‘reasoned
opinion’
on both
offers at least four
days in advance of the EGM. We previously gave such an opinion
on 30 July, but
circumstances have obviously changed since then, and we need to take this
into
account. We have now issued a shareholders
circular
with
this revised
reasoned opinion, and I’d
like to summarise our
findings
below.
Our
revised reasoned
opinion takes into account the best interests of both shareholders and other
stakeholders (including ABN AMRO as a whole, staff, customers and suppliers),
and considers many factors, such as price, strategic fit, risks and
corporate
governance.
Both
the Managing and
Supervisory Boards 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 ABN AMRO’s
strategic intent as an
institution. Also, we 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 to
our
shareholders from a
financial point of view (based on current valuation levels).
Therefore,
the Managing
and the Supervisory Boards refrain from recommending either offer for acceptance
to our shareholders. We will continue to engage with both Barclays and
the consortium to
facilitate the removal of uncertainties
and
conditions where
possible, and we have offered to support the transition of ABN AMRO under
both
offers.
If
you would like more
details behind our reasoning, or about the entire process, I recommend
reading the
shareholders
circular,
including the letter
to shareholders. You can also visit our new Strategic
developments
pages on the Group
intranet site, which have been updated to give all the essential information
about our
corporate activities –
from a history of the
developments so far to a timeline of upcoming events.
LaSalle
On
Friday the US Federal
Reserve Bank approved the sale of LaSalle to Bank of America. I would like
to
take this opportunity to thank all the teams
involved in this
process for their hard work. They have made remarkable progress on a difficult
task and are on track to achieve a close of the deal by early October. It
will
be strange for all of us to no longer be working with our colleagues from
LaSalle,
and I wish them all
the best as they become part of Bank of America. ABN AMRO will of course
retain
a presence in North America and will operate as the BU North America within
our
Group structure. John Nelson will lead this BU and take a place on
the Group
Business Committee
(GBC).
After
5 October, when
both offers have closed (based on the current timetable), we should have
more
clarity. While I realise that the changes we’ll
encounter will
potentially be unsettling for many of us, this will be an opportunity
to start
looking forward and planning for our future.
Kind
regards,
Rijkman
Groenink
This
is an announcement pursuant to
article 9b paragraph 1 of the Dutch Securities Markets Supervision Decree
(Besluit toezicht effectenverkeer
1995).
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. 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; 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
The
offer launched by the
consortium of
Fortis, RBS and Santander is under
consideration by the ABN AMRO boards. ABN AMRO will, in the near future but
at
the latest by August 6, 2007, file with the US Securities and Exchange
Commission a Solicitation/Recommendation Statement on Schedule 14D-9
and advise the ABN AMRO shareholders
(i) whether it recommends acceptance or rejection of such offer, expresses
no
opinion and remains neutral toward such offer, or is unable to take a position
with respect to such offer and (ii) the reason(s) for its position
with respect to such offer. The
ABN AMRO boards request the ABN AMRO shareholders to defer making a
determination on whether to accept or reject such offer until they have been
advised of ABN AMRO’s
position with respect to the
offer.
Barclays
has filed
with the US Securities and Exchange
Commission a Registration Statement on Form F-4 which contains a prospectus.
Barclays expects to file with the US Securities and Exchange Commission
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 and other relevant
materials. Such documents, however,
are not currently
available.
INVESTORS
ARE URGED TO READ ANY
DOCUMENTS REGARDING THE POTENTIAL OFFER IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
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.