ABN Amro's management faced attacks on two fronts yesterday, as a Royal Bank of Scotland-led takeover attempt turned hostile and a shareholders' rights group filed a court case to block a board-approved acquisition by Barclays.
The dual developments heightened the crisis atmosphere around the Dutch bank, now at the center of the largest takeover struggle in the history of the financial industry in absolute terms, with as much as US$100 billion at stake.
RBS, together with Spain's Banco Santander Central Hispano SA and Belgian-Dutch bank Fortis NV, said in a statement yesterday they had "notified the supervisory and managing boards of ABN Amro yesterday evening of their intention to make a public offer for 100 percent of" ABN shares.
They said that they had been pushed to bypass ABN's boards due to "the terms of the contract ABN Amro has signed with Bank of America -- referring to a side deal ABN Amro unveiled on Monday to sell its US arm, LaSalle Bank Corp, to BofA for US$21 billion as part of its agreement with Barclays.
That move was widely seen as a poison pill measure to frustrate the RBS consortium, which also wants LaSalle, and it drew enraged reactions from shareholders at ABN's chaotic annual shareholders meeting on Thursday.
Analysts believe Barclays' all-share bid will be worth at least 10 percent less than RBS's proposed cash-and-share bid of 39 euros (US$53) per share, which values ABN at 72.2 billion euros.
Barclays shares closed at 718.5 pence (US$14.38) on Thursday, suggesting an offer price of 34.02 euros for ABN. ABN's shares traded at 36.60 euros yesterday, between the two offers -- suggesting investors have serious doubts as to which will prevail and at what price.
"As far as we're concerned [the LaSalle sale] is a trick to prevent ABN from being taken over by a party other than Barclays," said Peter de Vries, the head of the Dutch shareholder rights organization VEB on Thursday.
The group filed an injunction "to freeze the sale of LaSalle, because that's a decision that should be presented to shareholders."
The Enterprise Chamber of the Amsterdam Superior Court said in a statement yesterday that it would hear the case first thing this morning. ABN Amro's deal with Bank of America is to close on May 7 unless the court blocks it or ABN receives a higher bid.
Shareholders have already in essence sided with the VEB by means of a vote at their meeting, approving a motion declaring that ABN Amro's management should agree in principle to split or sell the company. Management had opposed that motion, saying the Barclays deal made it irrelevant.
After the meeting, chief executive Rijkman Groenink said "we will take into account what our shareholders recommend to us, and just make sure we have a strategy, a policy, that takes their interests into consideration."
He said that a merger with Barclays that keeps ABN mostly intact is preferable to the carve-up proposed by the RBS consortium. He said splitting ABN would harm the long-term interests of the bank, its shareholders, and employees.
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