Filed
by
ABN AMRO Holding N.V.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14d-9
of
the Securities Exchange Act of 1934
Subject
Company:
ABN
AMRO
Holding N.V.
Commission
File Number: 001-14624
| 23 May 2007 | |
 |
|
| What: | All staff, from Rijkman Groenink |
| Where: | Sent by LoNo and posted on Group intranet site |
| When: | Thursday 24 May 2007 |
| Subject: | Update on proposed merger with Barclays, other news |
(This
message has been sent to all ABN
AMRO Group staff worldwide.)
Dear
colleagues,
There
have been some
developments in the two weeks since I last wrote to you, and I'd like to
update you on those now.
We
issued a press release on 14 May with more details about the acquisition
proposal from the consortium of Royal Bank of Scotland, Banco Santander and
Fortis. This was formally at the request of the Dutch regulator, although we
both share the same goal – making sure the process is as clear and transparent
as possible for all involved. In writing to you today I want to help make sure
that you all are also fully aware of what is going on.
Update
on
proposed merger with Barclays
As
of today, the offer from Barclays remains the only one we've received and we
continue to recommend it to our shareholders. Both the Managing Board and
Supervisory Board believe a merger with Barclays would create one of the
strongest and best-positioned banks in the world.
We
announced yesterday in a press release that we've been making excellent
progress with the regulatory steps required in order to proceed with the
Barclays merger. Just to give you an idea, there are 108 authorities in 53
countries with whom a 'change of control filing' needs to be made, and consent
is required from 55 of these authorities. We expect to have completed almost
all
of the relevant filings where a consent or notification is required by the
end
of May.
We
also don't anticipate the combined company to have too-large a market share
in
any one market. We're in an advanced state of preparation with regulatory
filings related to this and therefore don't expect it to have any impact on
the
proposed merger timetable, which remains as communicated in the press
release of 23 April. We intend to publish offer documentation to
shareholders in six weeks.
Another
important
date is 27 May, by which time the consortium is obligated to take the next
step after it announced its intention to make an offer on 25 April. Dutch
law dictates a requirement to provide more information within 30 days of an
announcement of an intention to make an offer. The options are that the three
banks announce the terms and conditions of an offer, ask for an extension or
withdraw their intention.
External
matters
As
some of you know, I have withdrawn my candidacy
for the position of Non-Executive
Director
at
Royal Dutch Shell. Although it's
an honour to be considered, I
feel that the
timing is inappropriate
given the developments
regarding the strategic
future of the Group and the need
for me to dedicate all my
attention to ABN AMRO. I am
pleased that the Board of Royal Dutch Shell has understood and accepted my
decision.
| 23 May 2007 | |
|
Feedback
In
the past couple of weeks I have
received personal messages from many of you expressing
your
support, voicing your
concern, asking me challenging
questions and providing me with good suggestions on the proposed merger and
the
process around it. I am truly encouraged by all these messages and I greatly
value the effort you
have
taken to get in touch
with me.
I
try to respond to each message and I know that management in the BUs also does
their best to keep the lines of dialogue open. I thank you all for your
engagement and commitment and I reiterate my promise to keep you informed as
completely and timely as possible.
Kind
regards,
Rijkman
Groenink
Chairman
of the
Managing Board