M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Monday, May 14, 2007

ABN AMRO and the Sausage Factory

ABN Amro yesterday released a copy of the RBS consortium's inter-conditional offer to acquire ABN Amro for approximately $98 billion and ABN Amro's subsidiary, LaSalle Bank, for $24.5 billion.   The disclosure was made at the prompting of the Autoriteit FinanciĆ«le Markten, the Dutch regulator, and its inquiries into the propriety of ABN Amro's rejection of the RBS consortium's offer. 

I link to a copy of the full RBS consortium offer as disclosed by ABN Amro here (RBS also released similar documents in response to a virtually identical request by the AMF).  The first link also includes the subsequent correspondence between ABN Amro and the consortium, as well as the correspondence between their lawyers and bankers.  It is fascinating reading.  Notably, it includes ABN Amro's response to the RBS offer:  a memo of 31 issues, questions and requests for additional information by ABN Amro which it requested be answered satisfactorily before it would even consider the bid.  Reading the ABN Amro response, it is hard to make any other conclusion than that ABN Amro was framing the correspondence to justify rejection of the RBS offer.  Although to be fair, RBS wasn't terribly cooperative in its subsequent response either stating that it had already supplied all needed information.  Also notable is the clear lack of a financing condition in the RBS-group offers, a blow to ABN Amro's repeated attempts to justify its rejection on the lack of a clear financing commitment by the consortium.  In other related news, the CEO of ABN Amro, Rijkman Groenink also yesterday withdrew his nomination for a board seat at Royal Dutch Shell in order to devote his full attentions to ABN Amro.  Given what has occurred thus far, this may not be best news for ABN Amro shareholders. 


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