ABN Amro says it has received a conditional acquisition proposal for LaSalle Bank from Fortis, RBS and Santander – the consortium that has disrupted the agreed merger with Barclays Bank, in which the sale of La Salle to Bank of America was part of the agreement – but decided it is not superior to the Bank of America plan.
ABN Amro has also applied to the Enterprise Chamber to provide further clarification on the judgement of 3 May 2007, in which the court ruled that a pre-agreed sale of La Salle to Bank of America was not necessarily in the best interests of shareholders. The Dutch bank says the Chamber declined to provide further clarification. However, the Managing Board and Supervisory Board of ABN Amro decided to interpret the judgement to mean that the “go shop” clause in the agreement with Bank of America for the sale of LaSalle could proceed. Under that clause an alternative bidder had the opportunity to execute a definitive agreement for LaSalle on superior terms, for cash and not subject to a financing condition. The 14 day “go shop” period expired at 11:59 PM New York time on 6 May 2007. ABN Amro says it recognizes that the judgement of the Enterprise Chamber requires that any transaction regarding the sale of LaSalle cannot be consummated without the approval of the shareholders of ABN Amro.
On 5 May 2007 ABN Amro received an acquisition proposal from the Fortis-RBS-Santander consortium to purchase LaSalle for US$ 24.5 billion. This proposal was inter-conditional on the purchase by the consortium of ABN Amro for an indicative price of EUR 38.40 per ABN Amro share, subject to numerous further conditions.
ABN Amro says fundamental aspects of the intended offer for ABN Amro, including financing, required regulatory notifications, tax clearances, the proposed material adverse change condition, required shareholder approvals and the pro-forma financial impact upon each of the consortium members, remained unclear despite repeated requests for clarification since 25 April 2007, the day ABN Amro received an indicative proposal from the consortium. Further, no evidence as to the existence of any financing commitments was provided, adds ABN Amro.
The consortium expressly refused to remove the inter-conditionality between the LaSalle offer and the intended offer for ABN Amro, despite several requests by ABN Amro.
The managing Board and Supervisory Board of ABN Amro says its “considered view,” after receiving advice from their respective financial and legal advisers, is that the acquisition proposal for LaSalle did not constitute a superior proposal as a result of the uncertainty and execution risks.
However, ABN Amro will hold an Extraordinary General Meeting to enable shareholders to express their views on the alternatives available to them at that time. A date is not yet set.