Filed by Fortis SA NV
This communication is filed pursuant to Rule 425 under the Securities Act of
1933, as amended and deemed filed pursuant to Rule 14d-2 under the Securities
Exchange Act of 1934, as amended
Subject Company: ABN AMRO Holding NV
Commission File Number: 001-14624
Date: April 25, 2007
On May 14, 2007, Fortis, Santander and Royal Bank of Scotland issued the
following press release:
14 May 2007 - Fortis, RBS and Santander Announcement
Following recent speculation, Fortis, RBS and Santander (collectively, the
"Banks") wish to clarify certain aspects of the Acquisition Proposal for LaSalle
submitted by the Banks to ABN AMRO on 5 May 2007. The Banks are disclosing a
number of private documents following close consultation with the Autoriteit
Financiele Markten ("AFM").
o The price proposed for LaSalle was $24.5 billion. The Acquisition Proposal
for LaSalle was conditional, inter alia, on an offer for ABN AMRO by the
Banks being completed.
o As already announced, the Banks committed to making their offer for ABN
AMRO if the Banks' Acquisition Proposal for LaSalle was accepted by ABN
AMRO and not matched by Bank of America. The offer would have been
consistent with the terms announced on 25 April 2007.
o Under the terms of the sale contract between ABN AMRO and Bank of America
the deadline for an Acquisition Proposal for LaSalle to be agreed by ABN
AMRO was "11.59 p.m., New York time" on 6 May. On 6 May, ABN AMRO rejected
the Banks' Acquisition Proposal for LaSalle and the deadline passed.
The documents relating to the Banks' Acquisition Proposal for LaSalle and the
accompanying memorandum on the Banks' offer for ABN AMRO are available on the
Banks' websites, together with related formal correspondence from 1 May and 3
May 2007. Issues addressed in the memorandum included execution, financing,
regulatory approvals and the division of assets among the Banks. The memorandum
was, however, put forward in the context of obtaining agreement on the
acquisition of LaSalle and a recommendation from the Boards of ABN AMRO for an
offer by the Banks for the ABN AMRO Group as a whole.
The Banks' proposals for the acquisition of ABN AMRO as detailed on 25 April
2007 are still under consideration by the Banks and are pre-conditional, inter
alia, on LaSalle remaining in the ABN AMRO group.
Under the timetable set by Dutch public offer rules, the Banks will make a
further statement regarding their position on or before 27 May 2007.
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Important Information
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995.
In connection with the potential transaction involving ABN AMRO, the Banks
expect to file with the U.S. Securities and Exchange Commission (the "SEC") a
Registration Statement on Form F-4, which will constitute a prospectus, as well
as a Tender Offer Statement on Schedule TO and other relevant materials. In
addition, the Banks expect ABN AMRO to file with the SEC a Solicitation /
Recommendation Statement on Schedule 14D-9 and other relevant materials. Such
documents, however, are not currently available. INVESTORS ARE URGED TO READ ANY
DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain 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 such
documents may also be obtained from each Bank, without charge, once they are
filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the U.S. Securities Act of 1933, as
amended, or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in certain circumstances. Forward-looking
statements include any synergy statements and, without limitation, other
statements typically containing 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 to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to, the presence of a competitive
offer for ABN AMRO, satisfaction of any pre-conditions or conditions to the
potential transaction, including receipt of required regulatory and anti-trust
approvals, the successful completion of the offer or any subsequent compulsory
acquisition procedure, the anticipated benefits of the potential transaction
(including anticipated synergies) not being realized, the separation and
integration of ABN AMRO and its assets among the Banks being materially delayed
or more costly or difficult than expected, as well as additional factors, such
as changes in economic conditions, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation and
government actions. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. None
of the Banks undertake any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
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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 EH12
1HQ, UK. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registered
in Scotland No 45551
Banco Santander Central Hispano, S.A., Ciudad Grupo Santander, Avenida de
Cantabria, s/n, 28660 Boadilla del Monte, Madrid, Spain