Bank of America appeals "shocking" ABN ruling

By Jonathan Stempel

NEW YORK (Reuters) - Bank of America Corp. (BAC.N) has accused a Dutch court of unlawfully trying to block its $21 billion purchase of ABN AMRO Holding NV's AAH.AS LaSalle Bank unit, calling the decision "shocking," court papers show.

In its appeal to the Dutch Supreme Court, the second-largest U.S. bank contended that the Enterprise Chamber, a Dutch commercial court, overstepped its authority in freezing the acquisition so that it could put to a shareholder vote.

"The decision by the Enterprise Chamber is legally incorrect, at least incomprehensible and not supported by the grounds required by law," Charlotte, North Carolina-based Bank of America said in its 24-page appeal.

Reuters obtained a copy of the May 15 appeal. Bank of America confirmed the document's contents. The Financial Times reported some of the contents earlier Friday, and said formal statements of appeal must be filed by Monday.

Bank of America's purchase of Chicago-based LaSalle was announced on April 23, when ABN backed a roughly 63 billion euro ($84 billion) takeover bid from Britain's Barclays Plc (BARC.L).

ABN is now also weighing a roughly 71 billion euro ($95 billion) unsolicited takeover bid from Royal Bank of Scotland Group Plc (RBS.L), Spain's Banco Santander Central Hispano (SAN.MC) and Dutch-Belgian group Fortis (FOR.BR).

Barclays' offer is conditional on a sale of LaSalle, while the consortium's offer assumes no spinoff.

The Enterprise Chamber on May 3 ruled in favor of a petition by VEB, a group representing some one-fifth of ABN investors, to halt the LaSalle transaction.

VEB had argued that the transaction made it impossible for shareholders to consider offers to buy all of ABN.

But Bank of America argued in its appeal that the delays will harm LaSalle.

"Its market position will be weakened, its customers will be wooed by the competition more aggressively and the uncertainty further fuels the risk that key employees will leave," Bank of America said.

The bank added: "It strikes Bank of America as shocking that an injunction such as the one ordered, with the effect as described, is possible after an expedited hearing on (April 28), one day after the initiating request had been filed."

The Dutch Supreme Court is expected to rule in late June or early July on whether ABN may proceed with the LaSalle sale.

On June 5, ABN Chief Executive Rijkman Groenink told employees it was "too early" to say whether the Barclays offer or the consortium's offer was better.

Adding LaSalle would let Bank of America fill a hole in its 5,737-branch network, by far the nation's largest. Bank of America would become Chicago's largest bank, and gain its first branches in Michigan.

When the transaction with Bank of America was announced, LaSalle had roughly 411 branches, 1.4 million retail and 17,000 commercial customers, and $113 billion of assets.