Monday, March 10, 2008

ABN AMRO

ABN AMRO Holding N.V.
Type Public (Euronext: AAB, NYSE: ABN)
Founded 1991
Headquarters Amsterdam, the Netherlands
Key people Mark Fisher (CEO)
Industry Financial services
Products Asset management
Commercial banking
Investment banking
Private banking
Retail banking
Revenue €19.827 billion (2005)
Employees 105,000
Subsidiaries ABN AMRO Bank N.V
Slogan Making more possible
Website www.abnamro.com

ABN AMRO had come to a crossroads in the beginning of 2007. The bank had still not come close to its own target of having a ROE that would put it among the top 5 of its peer group, a target that the then just appointed CEO Rijkman Groenink had set in 2000. From 2000 till 2006, ABN AMRO's stock price had stagnated.

The financial results for the FY 06 added to concerns about the bank's future. Operating expenses increased at a greater rate than operating revenue reflecting greater operating results difficulties. The efficiency ratio deteriorated further to 69.9%. Non performing loans increased considerably year on year by 192%. Net profits were only boosted by sustained asset sales.

There had been some calls over the last couple of years for ABN AMRO to break up, merge or to be acquired. On February 21, 2007, these calls became very concrete, when the TCI hedge fund asked the Chairman of the Supervisory Board to actively investigate a merger, acquisition or break up of ABN AMRO, stating that the current stock price didn't reflect the true value of the underlying assets. TCI asked the chairman to put their request on the agenda of the annual shareholders meeting of April 2007.

Events accelerated when on March 20, 2007, Barclays and ABN AMRO both confirmed they were in exclusive talks about a possible merger. On March 28, 2007, ABN AMRO published the agenda for the shareholding meeting of 2007. It included all items requested by TCI, but with the recommendation not to follow the request for a break up of the company.[2]

However, on April 13, 2007, Royal Bank of Scotland contacted ABN AMRO to propose a deal in which a consortium of banks including RBS, Fortis and Banco Santander Central Hispano (now Banco Santander) would jointly bid for ABN AMRO and thereafter, break up the different divisions of the company. According to the proposed deal, RBS would takeover ABN's Chicago operations, LaSalle, and ABN's wholesale operations while Banco Santander would take the Brazilian operations and Fortis, the Dutch operations.

On April 23, 2007, ABN AMRO and Barclays announced the proposed acquisition of ABN AMRO by Barclays. The deal was valued at €67 billion. Part of the deal was the sale of the LaSalle Bank to Bank of America for €21 billion.[3]

On April 25, 2007 the RBS led consortium brought out their indicative offer worth €72 Billion, if ABN AMRO would abandon its sale of LaSalle Bank to Bank of America. During the Shareholders meeting the next day a majority of about 68% of the shareholders voted in favour of the break up as requested by TCI.[4]

The sale of LaSalle was seen as obstructive by many as a way of blocking the RBS bid which hinged on further access to the US markets to expand on the success of the groups existing American brand, Citizens Bank. On May 3, 2007 the Dutch investor group VEB, with the support of shareholders representing up to 20 percent of ABN's shares, took its case to the Dutch commercial court in Amsterdam, asking for an injunction against the LaSalle sale. The court ruled on May 3, 2007, that the sale of LaSalle could not be viewed apart from the current merger talks of Barclays with ABN AMRO, and that the ABN AMRO shareholders should be able to approve other possible merger/acquisition candidates in a general shareholder meeting. However, In July 2007, the Dutch Supreme Court ruled that Bank of America's acquisition of LaSalle Bank Corporation could proceed.[1] Bank of America absorbed LaSalle effective October 1, 2007.[2]

On July 23, 2007, Barclays raised its offer for ABN AMRO to €67.5bn after securing investments from the governments of China and Singapore, but it was still short of the RBS Consortium offer. The UK bank’s revised bid was worth €35.73 a share, 4.3% more than its previous offer. The offer, which includes 37% cash, remained below the €38.40-a-share offer made the week before by Royal Bank of Scotland Group Plc, Banco Santander SA, and Fortis. Their revised offer didn't include an offer for La Salle bank, since ABN AMRO could proceed with the sale of that subsidiary to Bank of America. RBS would now settle for ABN's investment banking division and its Asian Network.


On July 30, 2007, ABN AMRO withdrew its support for Barclays’ offer which was lower than the offer by the group led by RBS. While the Barclays offer matches ABN AMRO’s “strategic vision”, the board can’t recommend it from “a financial point of view”, the Dutch bank said. The US$98.3bn bid from RBS, Fortis and Banco Santander was 9.8% higher than Barclays’ offer.

On October 5th, 2007 Barclays bank withdrew their bid for ABN AMRO, clearing the way for the RBS-led consortia's bid to go through, with its planned dismemberment of ABN AMRO. Fortis would get ABN AMRO's Dutch and Belgian operations, Banco Santander would get Banco Real in Brazil, and Banca Antonveneta in Italy, and RBS would get ABN AMRO's wholesale division and all other operations, including those in India and the Far East.

On October 9, 2007, The Royal Bank of Scotland-led consortium bidding for control of ABN Amro on Monday formally declared victory after shareholders representing 86 per cent of the Dutch bank’s shares accepted the group’s €70bn (£48bn) offer. The level of acceptances clears the way for the consortium, which includes Santander of Spain and Fortis, the Belgo-Dutch group, to take formal control of ABN. The group declared its offer unconditional on 10 October 2007 when Fortis completed its €13bn rights issue. This completed the financing required for the group’s €38-a-share offer, which includes €35.60 in cash. Rijkman Groenink Chairman of the Managing Board of ABN AMRO who heavily backed the Barclays offer decided that he would step down.[5]

Financial Data in euro Millions
Years 2002 2003 2004 2005 2006
Sales net of interest 18 280 18 793 19 793 23 215 27 641
Ebitda 4 719 5 848 6 104 6 705 6 360
Net Result Share of the group 2 267 3 161 4 109 4 443 4 780
Staff 105 000 105 439 105 918 98 080 135 378
Source:'OpesC'

Offices

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