8th May 2007 07:02
Royal Bank of Scotland Group PLC08 May 2007 7 May 2007 - Fortis, RBS and Santander Announcement Fortis, RBS and Santander ("the Banks") confirm that they submitted anAcquisition Proposal for LaSalle Bank to ABN AMRO on 5 May 2007, which wasrejected on 6 May 2007. The Banks considered their proposal to be a SuperiorProposal under the terms of the contract between ABN AMRO and Bank of America.In particular, the price proposed for LaSalle was materially greater than theoffer from Bank of America and would have led to a public offer from the Banksfor ABN AMRO on terms consistent with the proposals announced on 25th April2007. The Banks have no further comment at this time. -------------------------------------------------------------------------------- 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. Inaddition, the Banks expect ABN AMRO to file with the SEC a Solicitation /Recommendation Statement on Schedule 14D-9 and other relevant materials. Suchdocuments, however, are not currently available. INVESTORS ARE URGED TO READ ANYDOCUMENTS REGARDING THE POTENTIAL TRANSACTION 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 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 theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the presence of acompetitive offer for ABN AMRO, whether the Banks and ABN AMRO enter into anydefinitive agreement with respect to the potential acquisition of ABN AMRO orthe potential acquisition of LaSalle, satisfaction of any pre-conditions orconditions to the potential transaction, including the successful acquisition ofLaSalle and receipt of required regulatory and anti-trust approvals, thesuccessful completion of the offer or any subsequent compulsory acquisitionprocedure, the anticipated benefits of the potential transaction (includinganticipated synergies) not being realized, the separation and integration of ABNAMRO and its assets among the Banks being materially delayed or more costly ordifficult than expected, as well as additional factors, such as changes ineconomic conditions, changes in the regulatory environment, fluctuations ininterest and exchange rates, the outcome of litigation and government actions.Other unknown or unpredictable factors could cause actual results to differmaterially from those in the forward-looking statements. None of the Banksundertake any obligation to update publicly or revise forward-lookingstatements, whether as a result of new information, future events 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