ABN's U.S. sale can proceed, boosts Barclays bid

THE HAGUE (Reuters) - Dutch bank ABN AMRO AAH.AS can proceed with its sale of U.S. unit LaSalle, the Dutch Supreme Court said, boosting the prospect that Barclays (BARC.L) will succeed in its near $90 billion takeover bid for ABN.

But a rival consortium led by Royal Bank of Scotland (RBS.L) said it intended to make a revised offer for ABN AMRO.

"This offer will be on materially superior terms to Barclays' (BARC.L) proposed offer and will not be conditional upon LaSalle remaining part of the ABN AMRO group," RBS and its partners, Santander (SAN.MC) and Fortis (FOR.BR), said late on Friday.

"It will be conditional ... on ABN AMRO not having made or agreed to make any acquisitions or disposals of a material part of its business or assets, with the exception of the disposal of LaSalle," the consortium added.

That revised offer is likely to come early next week, according to sources familiar with the matter and analysts.

A takeover of ABN would be the biggest ever bank deal.

The court overturned a lower court ruling saying that ABN's shareholders would have to vote on the $21 billion sale of LaSalle to Bank of America (BofA) (BAC.N) because there were no grounds for stopping the sale of LaSalle. The deal to sell LaSalle was announced in April but halted by Amsterdam's commercial court in May.

"(The) request for an interim injunction to suspend the contract of sale regarding LaSalle was dismissed irrevocably," presiding judge Hans Fleers told a packed courtroom during a 20 minute ruling.

After dramatically accelerating its usual deliberation process, the court said any new case trying to stop the LaSalle sale would have little chance of success.

Barclays has agreed an all-share offer for ABN worth about 64 billion euros ($88 billion).

The RBS-led consortium had trumped that with a mostly cash offer worth 71 billion euros, but only if LaSalle remained part of the bank.

"It's good that we have a very clear outcome. The worst thing would have been another step in the procedure," said Alex Otto, chief investment officer at Delta Lloyd Asset Management, which owns about 1.1 percent of ABN's voting rights.

"It's clear to the consortium and to Barclays and now we have an open and level playing field. There's no room for any doubt ... ABN is now ABN without LaSalle," he added.

ABN shares closed 1.5 percent higher at 35.85 euros, while Barclays, Santander, Fortis and RBS all ended with small gains.

BACK ON TRACK

Dutch shareholder group VEB, which represents small investors and which brought the original suit against ABN, said it now expects the sale of LaSalle to BofA to go through.

VEB said it will continue a separate case over the conduct of ABN's management in selling the bank and push to appoint three new members to ABN's board. Amsterdam's commercial court will hear that case on July 19, it said on Friday.

Barclays welcomed what it said was a "very clear" ruling. "The ruling is definite and therefore removes uncertainty from the situation, which is good for ABN AMRO customers and employees," John Varley, Barclays chief executive, said.

ABN Chief Executive Rijkman Groenink, who says he wants to get the best price for ABN, said in a letter to employees that Friday's ruling "is still just one step on a long journey."

Barclays and the consortium have until July 23 to submit their offers.

A spokesman for BofA said it is satisfied with the ruling and will now continue with its purchase, but declined to say whether it would drop its U.S. lawsuit against ABN on the suspended sale of LaSalle.

A hedge fund owning ABN shares told the bank's management in February to break up or sell the bank and ABN announced its deal with Barclays in April, at the same time as its sale of LaSalle.

ABN, with over4,500 branches in 53 countries employing over 100,000 people, has targeted outside its Netherlands home market to fuel growth, with a focus on small- to mid-sized clients.

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(Additional reporting by Steve Slater, Clara Ferreira-Marques and Mike Elliott in London and Niclas Mika and Harro ten Wolde in Amsterdam)