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RBS-led trio bids for ABN

AMSTERDAM/LONDON (Reuters) - A consortium led by Royal Bank of Scotland has launched a 71.1 billion euro (48.2 billion pound) bid for Dutch group ABN AMRO, trumping Barclays in a battle for the world’s biggest bank takeover.

A general view of the head office of the ABN AMRO bank in Amsterdam, March 20, 2007. REUTERS/Robin van Lonkhuijsen

In a long-awaited move, the consortium of RBS, Fortis and Santander said on Tuesday it had raised the cash element of its offer from an original proposal but that the bid was conditional on being able to unpick ABN’s sale of its U.S. bank arm.

The offer was pitched at 38.40 euros per ABN share -- 30.40 euros in cash plus 0.844 new shares in RBS.

The Barclays agreed offer of 3.225 Barclays shares for every ABN share is currently valued at 64 billion euros or around 34.45 euros a share, based on Barclays share price of 726 pence on Tuesday.

“This (RBS) deal offers better value for ABN shareholders, and we anticipate the consortium winning control,” said Alex Potter, an analyst at Collins Stewart in London.

But ABN’s shares fell 0.8 percent to 35.79 euros in early trading, given than the offer was similar to that indicated a month ago.

The consortium said it would prefer to agree on a deal with ABN’s management but indicated it would go direct to shareholders if necessary. It said it expected its offer to be put alongside the Barclays offer in any takeover vote put to ABN’s investors.

“All of the bids should go before shareholders, and they should allow shareholders to decide in an environment of having as level a playing field as can be,” Fred Goodwin, RBS’s chief executive, told reporters on a conference call.

Goodwin said the backing of about 70 percent of ABN’s shareholders last month to sell or merge parts of its business indicated support for the consortium’s proposal. “I don’t think they could have been much clearer,” he said.

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Barclays shares were up 0.8 percent at 726 pence by 12:05 p.m., when RBS shares were down 1.7 percent at 632p. Fortis was down 0.7 percent at 31.09 euros but Santander was up 0.4 percent at 13.80 euros.

LASALLE STICKING POINT

The banks said a condition of their offer is that the deal includes the purchase of ABN’s U.S. arm, LaSalle Bank, which ABN agreed to sell to Bank of America for $21 billion (10.6 billion pounds) at the same time that it agreed to be taken over by Barclays.

A Dutch commercial court has blocked the LaSalle sale, however, saying ABN shareholders should vote on it. A Dutch Supreme Court is likely to rule on the deal by mid-July.

Goodwin said the banks had held “amicable and professional” discussions with Bank of America regarding LaSalle but that they had not resulted in an agreement.

Asked whether he would consider splitting LaSalle’s assets between RBS and Bank of America, Goodwin declined to comment on specific details but said: “We’d be willing to have a sensible discussion with Bank of America.”

A cash payment of up to 1.9 billion euros would be deferred from their offer price to pay for any costs related to settling the LaSalle dispute, the banks said.

The consortium estimated aggregate annual cost savings of 4.2 billion euros and profit enhancements from revenue benefits of 1.2 billion euros from the deal by the end of 2010.

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There would be fewer job cuts than the 23,600 redundancies estimated under the Barclays deal, the consortium said.

The offer is targeted for completion in the fourth quarter.

It is not subject to any financing condition, with deals to raise capital fully underwritten by adviser Merrill Lynch and sub-underwritten, the banks said.

“It’s been a long running saga to question the financing, but there’s even more cash in the deal now than before, so financing has not been an issue,” Goodwin said.

Goodwin said the consortium’s offer was “comprehensively” better than the Barclays offer and ABN’s businesses fitted neatly with the acquiring banks.

Under the consortium’s proposals RBS would get ABN’s investment banking, U.S. and Asian businesses. Santander would get Italian bank Antonveneta and ABN’s Brazilian business, while Fortis wants to take over ABN’s domestic operation to create the leading Benelux retail bank and expand its wealth and asset management business.

Barclays is aiming to create the world’s fifth biggest bank through its takeover and sees ABN’s fast growing Brazil and Asian markets as accelerating its own growth.

Barclays declined to comment on the rival approach. ABN said it was looking at the offer.

RBS’s share of the deal would be 27.2 billion euros, or 38 percent. Fortis would pay 24 billion euros, and Santander’s share would be 19.9 billion.

Fortis intends to raise 15 billion euros through a rights issue -- which would be the biggest ever -- with Santander planning a rights issue of 9.5 billion to 10 billion euros. RBS plans to issue shares worth about 15 billion euros to ABN shareholders. The three banks intend to pay for the rest of the deal mainly via debt, existing resources and some asset sales.

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