16th Jul 2007 07:01
Royal Bank of Scotland Group PLC16 July 2007 The Royal Bank of Scotland Group plc 16 July 2007 RBS's Acquisition of ABN AMRO Businesses Following the ruling of the Dutch Supreme Court regarding the sale of LaSalle,RBS, Fortis and Santander have today announced revised terms for their proposedoffer for ABN AMRO as set out in the Banks' Press Release. RBS's announcement of 29 May 2007 set out the rationale for its participation inthe proposed offer to acquire ABN AMRO. That announcement remains unchangedexcept in relation to LaSalle. RBS intends to continue with the acquisition of the Global Wholesale Businessesand International Retail Businesses of ABN AMRO ("the ABN AMRO Businesses").Instead of acquiring LaSalle, RBS will acquire cash from the sale of LaSalleand, in the absence of LaSalle, the synergies anticipated in North America havebeen revised. The consideration for the ABN AMRO Businesses net of the sale of LaSalle will be€16 billion, of which €5 billion will be financed by equity. RBS believes that this transaction will provide enhanced growth prospects andattractive financial returns. As a result of the transaction, RBS expects todeliver cost savings amounting to €1,237 million (or €1,319 million, includingits share of central cost savings) and net revenue benefits amounting to €481million, by the end of 2010. On RBS's forecasts for business growth and transaction benefits, the internalrate of return on the acquisition of the ABN AMRO Businesses will be 15.5%post-tax, well above the Group's hurdle rate of 12% post-tax. The acquisitionis expected to deliver a post-tax return on investment(1) of 13.2% in 2010, andto increase Group adjusted earnings per share(2) by 2.0% in 2009 and by 7.0% in2010. Sir Fred Goodwin, Group Chief Executive, said: "The acquisition of the ABN AMRO Businesses remains compelling from a financialpoint of view, as evidenced by the fact that it produces essentially the sameearnings enhancement for the Group, despite the smaller size of the transaction.From a strategic perspective, whilst we would have preferred to acquireLaSalle as well, the businesses we are acquiring open up many new markets andgrowth opportunities, enabling us to significantly accelerate our strategicdevelopment." (1) Return on investment defined as profit after tax plus post-tax transaction benefits over consideration plus post-tax integration costs (2) Adjusted for purchased intangibles amortisation and integration costs ------------------------------------------------------------------------------------- Investor, Analyst and Press Information The following conference calls will be hosted today 16 July 2007 by Sir FredGoodwin, RBS Group Chief Executive: ANALYSTS AND INSTITUTIONAL INVESTORS - 9.00am (BST), 10.00am (CET) • Dial-in details: - UK Toll: +44 207 138 0811 - UK Toll free: 0800 028 7847 - US Toll: +1 718 354 1193 - US Toll free: 1888 893 9532 • Replay details: - UK Toll: +44 20 7806 1970 - UK Toll Free: 0800 559 3271 - US Toll: +1 718 354 1112 - US Toll Free: 1866 883 4489 - Passcode: 6246521 NEWSWIRES - 7.30am (BST), 8.30am (CET) • Dial-in details: - UK Toll: +44 207 138 0811 - UK Toll free: 0800 028 7847 - US Toll: +1 718 354 1193 - US Toll free: 1888 893 9532 - Spain Toll: +34 914 533 434 - Spain Toll free: 800 099 465 - Netherlands Toll: +31 20 713 2789 - Netherlands Toll free: 0800 026 0068 MEDIA - 11.00am (BST), 12.00pm (CET) • Dial-in details: - UK Toll: +44 207 138 0811 - UK Toll free: 0800 028 7847 - US Toll: +1 718 354 1193 - US Toll free: 1888 893 9532 - Spain Toll: +34 914 533 434 - Spain Toll free: 800 099 465 - Netherlands Toll: +31 20 713 2789 - Netherlands Toll free: 0800 026 0068 • Replay details: - UK Toll: +44 20 7806 1970 - UK Toll Free: 0800 559 3271 - US Toll: +1 718 354 1112 - US Toll Free: 1866 883 4489 - Passcode: 6043979 ------------------------------------------------------------------------------------- Important Information In connection with the proposed Offer, RBS expects to file with the SEC aRegistration Statement on Form F-4, which will constitute a prospectus, and theBanks expect to file with the SEC a Tender Offer Statement on Schedule TO andother relevant materials. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDINGTHE PROPOSED OFFER IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAINIMPORTANT INFORMATION. Investors will be able to obtain a copy of suchdocuments, without charge, at the SEC's website (http://www.sec.gov) once suchdocuments are filed with the SEC. Copies of such documents may also be obtainedfrom RBS and the other Banks, 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 US Securities Act of 1933, as amended,or an exemption therefrom. Forward-Looking Statements This announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of RBS 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 and the integration of such businesses and assets by RBSbeing materially delayed or more costly or difficult than expected, as well asadditional factors, such as changes in economic conditions, changes in theregulatory environment, fluctuations in interest and exchange rates, the outcomeof litigation and government actions. Other unknown or unpredictable factorscould cause actual results to differ materially from those in theforward-looking statements. RBS does not undertake any obligation to updatepublicly or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required. Merrill Lynch International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviser toFortis, RBS and Santander and as underwriter for Fortis, RBS and Santander, andis acting for no one else in connection with the proposed Offer, and will not beresponsible to anyone other than Fortis, RBS and Santander for providing theprotections afforded to customers of Merrill Lynch International nor forproviding advice to any other person in relation to the proposed Offer. The Royal Bank of Scotland plc, which is authorised and regulated in the UnitedKingdom by the FSA, is also acting as financial adviser to RBS and is acting forno one else in connection with the proposed Offer, and will not be responsibleto anyone other than RBS for providing the protections afforded to customers ofThe Royal Bank of Scotland plc nor for providing advice to any other person inrelation to the proposed Offer. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
RBS.LBanco Santander