16th Jul 2007 08:38
Banco Santander Central Hispano SA16 July 2007 16 July 2007 - Fortis, RBS and Santander Confirm Proposed Offer for ABN AMRO of€38.40 Fortis, RBS and Santander (collectively "the Banks") today confirm theirintention to proceed with their proposed offer for ABN AMRO. The value offeredper ABN AMRO Share remains unchanged at €38.40 and the cash component of theproposed offer is increased to approximately 93%. The Banks will removepre-conditions and conditions relating directly to the LaSalle Situation. TheBanks have received assurances from ABN AMRO that their proposed offer will bedealt with on a level playing field.The Banks intend to offer the following (the "Revised Offer"), through theiracquisition vehicle RFS Holdings (subject to certain pre-conditions):€38.40 per ABN AMRO Share, 13.7% above the value of Barclays' proposed Offer(1)Comprising €35.60 in cash plus 0.296 New RBS SharesUnder this Revised Offer, the total consideration payable by the Banks to ABNAMRO shareholders will be €71.1 billion. The share of the consideration to beprovided by each Bank will remain unchanged at the figures set out in the Banks'announcement of 29 May 2007.Approximately 93%, or €66 billion, of the Revised Offer consideration will bepayable in cash, and the remaining 7%, or €5 billion, will comprise New RBSShares.(2) No element of the consideration will be contingent on the LaSalleSituation.The Revised Offer will be subject to the satisfaction or waiver of certainconditions customary for transactions of this type and other conditionsincluding those set out in the Banks' announcement of 29 May except that theRevised Offer will not be subject to pre-conditions or conditions relatingdirectly to the LaSalle Situation. The conditions to the Revised Offer willinclude ABN AMRO not having made or agreed to make any acquisitions or disposalsof a material part of its business or assets, with the exception of the disposalof LaSalle.The Banks are well advanced in the process of making filings for and receivingregulatory and competition approvals. Approvals have already been received froma number of regulatory authorities, including the UK Financial ServicesAuthority.The Banks intend to issue offer documentation and to make a public SEC filing assoon as possible following the completion of review processes by the AFM and theUKLA.The Banks firmly believe that the Revised Offer is the most valuable optionavailable to ABN AMRO shareholders. The Banks continue to believe that theacquisition of ABN AMRO by the Banks will deliver significant benefits forcustomers and employees.------------------------------------------------------------------------------------------------------------------(1) Based on the price of RBS Ordinary Shares of 640.0p at the close of businesson 13 July 2007 and on the value of Barclays' proposed offer on the basis setout in the Banks' announcement of 29 May 2007(2) Based on undiluted number of shares, as set out in Appendix IV of the Banks'announcement of 29 May 2007Capitalised terms in this announcement are as defined in the Banks' announcementof 29 May 2007, unless otherwise defined in this announcement.Important InformationThis announcement is made pursuant to article 9b(1) of the Dutch Decree on theSupervision of the Securities Trade 1995.In connection with the proposed offer for ABN AMRO, RBS expects to file with theU.S. SEC a Registration Statement on Form F-4, which will constitute aprospectus, and the Banks expect to file with the SEC a Tender Offer Statementon Schedule TO and other relevant materials. INVESTORS ARE URGED TO READ ANYDOCUMENTS REGARDING THE PROPOSED OFFER IF AND WHEN THEY BECOME AVAILABLE,BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able toobtain a copy of such documents, without charge, at the SEC's website (http://www.sec.gov) once such documents are filed with the SEC. Copies of suchdocuments may also be obtained from each Bank, without charge, once they arefiled 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 US Securities Act of 1933, as amended,or an exemption therefrom.Forward-Looking StatementsThis 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 statements related to the benefits or synergies resultingfrom a transaction with ABN AMRO and, without limitation, statements typicallycontaining 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 theproposed offer, including the receipt of required regulatory and anti-trustapprovals, the successful completion of the offer or any subsequent compulsoryacquisition procedure, the anticipated benefits of the proposed offer (includinganticipated synergies) not being realized, the separation and integration of ABNAMRO and its assets among the Banks and the integration of such businesses andassets by the Banks being materially delayed or more costly or difficult thanexpected, as well as additional factors, such as changes in economic conditions,changes in the regulatory environment, fluctuations in interest and exchangerates, the outcome of litigation and government actions. Other unknown orunpredictable factors could cause actual results to differ materially from thosein the forward-looking statements. None of the Banks undertake any obligation toupdate publicly or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required.Any offer made in or into the United States will only be made by the Banks and/or RFS Holdings directly or by a dealer-manager that is registered with the SEC.------------------------------------------------------------------------------------------------------- Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis SA/NV, RueRoyale 20, 1000 Brussels, Belgium The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH121HQ, U.K. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB, U.K.Registered in Scotland No 45551 Banco Santander, S.A., Ciudad Grupo Santander, Avenida de Cantabria, s/n, 28660Boadilla del Monte, Madrid, Spain This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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