I
would
like to begin my message by expressing my sadness following the recent
plane
crash in Brazil and the death of four Brazilian colleagues in this tragedy.
My
sincere sympathy goes out to those who lost loved ones. We are doing everything
we can to support the families affected.
Although
this tragedy makes it difficult to talk about the work ahead, I need to
update
you on some key developments since the Supreme Court ruling last week confirming
we can proceed with the sale of LaSalle to Bank of America. I updated you
on the
implications of the Supreme Court ruling in my previous message.
We
now
have two proposals on the table for our bank, and shareholders will have
to make
a choice as to which offer they will tender their shares when the tender
period
starts. The formal offer period does not start until a bidder launches
an offer
with documentation to shareholders and typically lasts for a minimum of
30 days
(although it can be extended). We are committed to ensuring a fair and
transparent process for our shareholders, and to representing the interests
of
all our stakeholders. I explain below the latest developments regarding
the
proposals.
On
Monday
morning, the consortium made a revised proposal for the bank. As we said
in our
press release on 18 July, this proposal does not include LaSalle, and now
allows
us to share information with the three banks and receive further clarification
of their plans. This is an important development as the consortium had
previously made its offer conditional on the purchase of LaSalle. The
consortium's offer will be launched on Monday, 23 July.
On
Thursday, Barclays informed us that the AFM (which regulates the financial
markets in the Netherlands) granted it an extension until 6 August to launch
its
offer. The bank needed more time to complete the regulatory review processes
relating to the documentation and also said it would reconsider the structure
of
its offer.
On
Wednesday, 18 July, the VEB (an association representing Dutch retail
shareholders) announced they would withdraw their request to the Enterprise
Chamber to appoint three additional members to the Supervisory Board to
exclusively oversee the bidding process. We have always stressed that there
was
no legal or rational reason for their request and that it was not in anyone's
interest, including our clients and shareholders. Our view – that this would
have been irresponsible and disruptive, only prolonging uncertainty – was
supported by large institutional investors, trade unions, the Central Works
Council, the Dutch Central Bank, as well as the consortium. We assume that
this
was behind the VEB's sudden change of mind.
I
will
keep you informed.
Kind
regards,
Rijkman
Groenink
Chairman
of the Managing Board
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 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.