Grant Ringshaw
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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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RBS will lose this bid because the legal case by ABN is watertight.
If the RBS Chief Exec hadn't been so egotistical in wanting to prevent Barclays from being larger than RBS he could have cut a side deal with the latter to purchase La Salle.
Now he will miss out on the company he wants most.
Furthermore RBS have a cheek to criticise other banks from not wishing to be torn apart. We only need to look back in the late 1980s when HSBC made a bid for RBS, RBS used the monopolies and mergers commission to prevent the deal going through and this was before HSBC owned the Midland.
Michael Johnson, London, UK
The manner in which ABN has pushed to sell LaSalle in 4 days to BofA just shows the desperation and fear of the management and its irresponsibilty towards its shareholders.. Its the fiduciary duty of any management to get the best value for their stakeholders and the ABN AMRO management has failed to achieve this over past couple of years. Inspite of this,the managmenet has had the audacity to decide on such crucial matters without inviting other banks and giving them proper time.. High time the Dutch start looking at shareholder value and not just enter into marriages of conveniences..
Allen, London,
The fact that there are deep divisions between ABNs managing and supervisory boards is not sufficient to explain the delaying tactics that ABN is using. Both boards have a fiduciary duty to shareholders. Now that a court ruling is expected on Thursday, one has to expect that the courts will oblige ABN's boards to fulfill their fiduciary duty and at the same time uphold what so far everyone has considered; that the Netherlands is great place to do business. Failure to do so will throw great doubt over whether companies should invest in a country that overlooks fiduciary duty and undermines shareholder rights. It also could lead to a big dark cloud building over the whole dutch financial system. There is a lot of food for thought before giving out a decision. Goodluck to those involved, and hopefully the Shareholders will be heard and justice will prevail.
Xavier, London,
as a stakeholder (employee and shareholder) I think that there have been made many invalid choises in the past. Now it is time for the management board to lower there voices and to listen to the shareholders
Ossegal, amsterdam, netherlands
Whilst RBS and it's consortium has the financial muscle to outbid Barclays it is doubtful Barclays could substantially improve on it's existing offer. Has RBS offered more than it needs to? Or if ABN is really worth the RBS offer then it brings into question the motives of the ABN board in so readily recommending the Barclays deal.
To come up with a competitive offer Barclays would likely need to go to the market to raise enough funds and it hasn't always had a good track record of spending the money wisely. Barclays has also been looking for a way to strengthen its place in the market for some time. The abortive flirtation with Bank of America is just one example. It has been pushing itself ever harder in the hope of attracting a suitor. Possibly it can't maintain the profit growth (recent revelations suggest it has had to resort to dubious methods in the past). Now it is under closer scrutiny it will be interesting to see how well it performs.
John Gaudoin, Reading, UK
If ABN"s managment board was put in place, by a majority of shareholders, to represent the shareholders' interests...then choices by the managment that with conflict with the expressed choices of the majority of shareholders should be regarded as choices other than the owners and therefore; invalid choices.
bobohno, Huntington Beach,