14th May 2007 07:02
Royal Bank of Scotland Group PLC14 May 2007 14 May 2007 - Fortis, RBS and Santander Announcement Following recent speculation, Fortis, RBS and Santander (collectively, the "Banks") wish to clarify certain aspects of the Acquisition Proposal for LaSallesubmitted by the Banks to ABN AMRO on 5 May 2007. The Banks are disclosing anumber of private documents following close consultation with the AutoriteitFinanciele Markten ("AFM"). • The price proposed for LaSalle was $24.5 billion. The AcquisitionProposal for LaSalle was conditional, inter alia, on an offer for ABN AMRO bythe Banks being completed. • As already announced, the Banks committed to making their offer for ABNAMRO if the Banks' Acquisition Proposal for LaSalle was accepted by ABN AMRO andnot matched by Bank of America. The offer would have been consistent with theterms announced on 25 April 2007. • Under the terms of the sale contract between ABN AMRO and Bank ofAmerica the deadline for an Acquisition Proposal for LaSalle to be agreed by ABNAMRO was "11.59 p.m., New York time" on 6 May. On 6 May, ABN AMRO rejected theBanks' Acquisition Proposal for LaSalle and the deadline passed. The documents relating to the Banks' Acquisition Proposal for LaSalle and theaccompanying memorandum on the Banks' offer for ABN AMRO are available on theBanks' websites, together with related formal correspondence from 1 May and 3May 2007. Issues addressed in the memorandum included execution, financing,regulatory approvals and the division of assets among the Banks. The memorandumwas, however, put forward in the context of obtaining agreement on theacquisition of LaSalle and a recommendation from the Boards of ABN AMRO for anoffer by the Banks for the ABN AMRO Group as a whole. The Banks' proposals for the acquisition of ABN AMRO as detailed on 25 April2007 are still under consideration by the Banks and are pre-conditional, interalia, on LaSalle remaining in the ABN AMRO group. Under the timetable set by Dutch public offer rules, the Banks will make afurther statement regarding their position on or before 27 May 2007. ------------------------------------------------------------------------------- Important Information This announcement is made pursuant to article 9b(1) of the Dutch Decree on theSupervision of the Securities Trade 1995. In connection with the potential transaction involving ABN AMRO, the Banksexpect to file with the U.S. Securities and Exchange Commission (the "SEC") aRegistration Statement on Form F-4, which will constitute a prospectus, as wellas a Tender Offer Statement on Schedule TO and other relevant materials.INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IFAND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.Investors will be able to obtain a copy of such documents without charge, at theSEC's website (http://www.sec.gov) once such documents are filed with the SEC.Copies of such documents may also be obtained from each Bank, without charge,once they are filed with the SEC. This communication shall not constitute an offer to sell or the solicitation ofan offer to buy any securities, nor shall there be any sale of securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful priorto registration or qualification under the securities laws of any suchjurisdiction. This press release is not an offer of securities for sale into theUnited States. No offering of securities shall be made in the United Statesexcept pursuant to registration under the U.S. Securities Act of 1933, asamended, or an exemption therefrom. Forward-Looking Statements This announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of the Banks and are naturallysubject to uncertainty and changes in certain circumstances. Forward-lookingstatements include any synergy statements and, without limitation, otherstatements typically containing words such as "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. By their nature,forward-looking statements involve risk and uncertainty because they relate toevents and depend on circumstances that will occur in the future. There are anumber of factors that could cause actual results and developments to differmaterially from those expressed or implied by such forward-looking statements.These factors include, but are not limited to, the presence of a competitiveoffer for ABN AMRO, satisfaction of any pre-conditions or conditions to thepotential transaction, including receipt of required regulatory and anti-trustapprovals, the successful completion of the offer or any subsequent compulsoryacquisition procedure, the anticipated benefits of the potential transaction(including anticipated synergies) not being realized, the separation andintegration of ABN AMRO and its assets among the Banks being materially delayedor more costly or difficult than expected, as well as additional factors, suchas changes in economic conditions, changes in the regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation andgovernment actions. Other unknown or unpredictable factors could cause actualresults to differ materially from those in the forward-looking statements. Noneof the Banks undertake any obligation to update publicly or reviseforward-looking statements, whether as a result of new information, futureevents or otherwise, except to the extent legally required. -------------------------------------------------------------------------------- Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis S.A./N.V.,Rue Royale 20, 1000 Brussels, Belgium The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH121HQ, UK. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registeredin Scotland No 45551 Banco Santander Central Hispano, S.A., Ciudad Grupo Santander, Avenida deCantabria, s/n, 28660 Boadilla del Monte, Madrid, Spain This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
RBS.LBanco Santander