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THE Royal Bank of Scotland (RBS) is prepared to launch a hostile bid for ABN Amro to trump a £94 billion agreed merger between the Dutch bank and Barclays.
The RBS-led consortium, which includes Spain’s Santander and the Belgian bank Fortis, will this week press the supervisory board of ABN to open friendly talks.
If the board refuses, Sir Fred Goodwin, RBS’s chief executive, and his partners will launch a hostile bid within days.
One option RBS is pursuing is a two-bid strategy. The first bid will be an offer for LaSalle, the American bank that ABN has agreed to sell to Bank of America for $21 billion (£10.5 billion). The second bid will be for the rest of ABN. Each bid will be conditional on the other succeeding.
Under the terms of the ABN sale agreement with Bank of America, any rival bidder has until midnight New York time on May 6 to make an offer. However, Bank of America has the right to match any competing bid for LaSalle.
On Friday, the RBS consortium gained a victory when the ABN board agreed to open its books after it waived a controversial provision that would have blocked the three banks from making a hostile bid for 12 months.
However, sources say RBS is unhappy with the level of information it has so far been granted. This has led to suggestions that ABN’s managing board is deliberately being slow in providing information. RBS is expected to press the supervisory board, led by chairman Arthur Martinez, to speed up the process this weekend.
Late last week there were suggestions of deep divisions between ABN’s managing and supervisory boards a claim strenuously denied by the Dutch bank.
ABN is understood to be pressing RBS for more details of its indicative proposal. The consortium has proposed a €39-a-share or €72 billion (£49.2 billion) offer, including 70% in cash and 30% in RBS shares well above Barclays’ offer, which was worth €34.31-a-share on Friday.
The consortium has so far not provided detailed information on the structure and how the cash portion, a huge €50 billion, would be financed. Santander and Fortis are expected to launch multi-bil-lion euro rights issues if the deal goes ahead.
Late on Friday, ABN sent a letter to RBS demanding clarification on 25 points, including execution of the deal, funding and possible regulatory risks.
RBS and its partners are also under pressure from shareholders to reveal exactly how the cash portion is being underwritten and whether it has turned to hedge funds for support.
Last week, Goodwin indicated that the financing was in place, stating: “Most people think we are good for it.”
People familar with the matter say that when the RBS offer is unveiled it will be highly detailed and allay financing concerns.
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