M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, April 26, 2007

How Do You Spell Chutzpah?

Lots of stuff today on the takeover battle for ABN Amro -- as I blogged earlier check out the dealbreaker website for the best summary.  But I couldn't help posting about this one. 

Reuters reports that ABN Amro sent over a confidentiality agreement today to the RBS consortium (RBS, Fortis, Santander) to permit due diligence by the group.  NB.  RBS has a due diligence-out in its current offer.  The agreement, which ABN Amro claims is the same one executed by Barclays, included a standstill provision which would require ABN Amro's consent for any offer by the group to be made in the next 12 months.  I'll refer you to the Financial Times website if you want to get indignant about it.  But suffice it to say that while this provision may be standard in uncontested deals, it is simply not in a competitive bidding situation (and no doubt Davis Polk and Allen & Overy, ABN Amro's counsel, know this)

The RBS group bid is 13% higher than Barclays.  And for those who are counting, the LaSalle Bank out (whereby ABN Amro can break its agreement with Bank of America to sell LaSalle Bank if a higher bid emerges) expires May 6 according to the agreement filed by ABN Amro.  RBS is likely to drop out of its consortium if it cannot get LaSalle Bank in the deal.  It is times like these, when ABN Amro is doing everything it can to throw this takeover contest to Barclays and with a $100 billion company at stake, that the mediating virtues of the Delaware courts come to mind.

Update:  The Financial Times reports that last night ABN Amro and the RBS group agreed on a confidentiality agreement and ABN Amro opened its books to the RBS group for due diligence. 


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