ABN rejects rival RBS LaSalle offer

A general view of the head office of the ABN AMRO bank in Amsterdam, the Netherlands. March 20, 2007. ABN AMRO rejected a $24.5 billion offer for its U.S. bank LaSalle from a consortium led by Royal Bank of Scotland, but said it would let shareholders express their views on the bank's next steps.

AMSTERDAM (Reuters) - ABN AMRO AAH.AS rejected a $24.5 billion offer for its U.S. bank LaSalle from a consortium led by Royal Bank of Scotland (RBS.L), but said it would let shareholders express their views on the bank's next steps.

The offer by RBS and its partners Santander (SAN.MC) and Fortis FOR.BR was not superior to Bank of America's (BAC.N) deal to buy LaSalle for $21 billion, ABN said in a statement on Monday because it was conditional on the consortium acquiring all of the ABN group and carried execution risks.

The consortium has proposed a 72.35 billion-euro ($98.5 billion) offer at 39 euros per share, including a 0.60 euro dividend, for all of ABN, but the Netherlands' biggest bank said the consortium's financing, as well as various regulatory, tax and legal issues carried "uncertainty and execution risks".

Sources familiar with the weekend talks said the main sticking point was that the offers for LaSalle and ABN were conditional on each other. ABN's lawyers advised the bank the interconditionality of the offers could breach the terms under which the BoA deal could be undone, one source said.

Royal Bank of Scotland, Belgian-Dutch Fortis and Spain's Santander said in a separate statement they considered their offer for LaSalle to be a superior proposal as it was "materially greater" than the Bank of America bid.

The RBS-led group is trying to buy ABN and beat out an $88 billion offer by Barclays (BARC.L) for the Dutch bank, announced two weeks ago, along with the related deal to sell Chicago-based LaSalle to Bank of America.

Shareholders revolted against the Barclays and Bank of America deals, and succeeded last week in getting a court in Amsterdam to freeze the LaSalle sale.

ABN said it would let shareholders decide. "It is ABN AMRO's intention to hold an Extraordinary General Meeting, the details of which will be made available in due course, to enable shareholders to express their views on the alternatives available to them at that time."

Dutch shareholder group VEB, which sued in commercial court to stop the LaSalle sale, said it would probably vote against selling LaSalle to Bank of America if put to shareholders.

"We will very likely vote against it," VEB Chairman Peter Paul de Vries told ANP-Reuters. The VEB says it has the support of shareholders representing up to 20 percent of ABN's shares.

A takeover of ABN would be the world's largest bank takeover, and is seen as the first step in wider consolidation among Europe's banks.

Shares in ABN fell 2.3 percent in Amsterdam to close at 35.86 euros. Fortis and Santander shares were flat, while RBS was untraded due to a UK market holiday.

VOTE WITH SHARES?

ABN did not indicate what it would ask shareholders to vote on and Dutch Finance Minister Wouter Bos, who must approve a buyout of ABN, said it was up to ABN to decide if shareholders should be free to vote on all options for the bank.

Bank of America sued ABN on Friday, seeking damages and a court injunction to block the sale of LaSalle to a rival bidder.

Barclays wants to increase its exposure to fast-growing markets in Brazil and Asia. The consortium wants to break up ABN to beef up their operations in Europe, the United States, Brazil, Asia and in investment banking and wealth management.

One earlier sticking point was financing, and whether the group could come up with the cash to pay for LaSalle as well as ABN. A source said they had agreed Fortis would not need to get its shareholders to vote on the funding of their part of deal.

The consortium has indicated it is ready to pay as much as 70 percent in cash for ABN. The Barclays offer is an all-share deal, valuing each ABN share at 3.225 times each Barclays share.

The breakdown in talks and the announcement of pricing could indicate RBS, Fortis and Santander may make a public offer for ABN, bypassing the need for a shareholder meeting.

"At this stage, the most likely outcome seems to be that shareholders will have the final say and that price will win out," Simon Willis, analyst at NCB Stockbrokers, said in a note.

After giving a seven-day notice required under Dutch regulations, RBS can now make a public tender offer for ABN.

RBS also succeeded in getting ABN to remove a standstill position in a due-diligence contract it signed last week in order to gain access to ABN's books, which would have prevented the consortium from making a public offer for ABN AMRO.

(Additional reporting by Steve Slater and Mathieu Robbins in London, Alexandra Hudson in Brussels, and Steven van Aartrijk and Gilbert Kreijger in Amsterdam)