Joint Statement re. ABN AMRO
Royal Bank of Scotland Group PLC
27 April 2007
27 April 2007 - Fortis, RBS and Santander Announcement
Fortis, RBS and Santander (collectively, the 'Banks') announce that they have
notified the Supervisory and Managing Boards of ABN AMRO yesterday evening of
their intention to make a public offer ('the Offer') for 100% of the issued and
outstanding share capital of ABN AMRO on a fully diluted basis. This
notification has been occasioned by the terms of the contract ABN AMRO has
signed with Bank of America regarding LaSalle Bank.
Under Dutch regulations, the Banks are not permitted to provide details of the
price indicated in their notice today to ABN AMRO within the 7 days period
referred to in section 9d(2) of the Besluit toezicht effectenverkeer 1995 (the
'Decree'). Shareholders of ABN AMRO are invited to refer to the press release
issued by the Banks on 25 April.
The Banks continue to believe that their proposals offer materially higher value
for ABN AMRO's shareholders and benefits to customers and employees compared
with the recommended offer from Barclays. The Banks have invited the
Supervisory and Managing Boards of ABN AMRO to discuss the Banks' proposals
further as soon as possible.
This is an announcement in accordance with section 9b(2)(b) and section 9d(2) of
the Decree.
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Important Information
In connection with a potential transaction involving ABN AMRO, the Banks may be
required to file relevant documents with the SEC. Such documents, however, are
not currently available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE
POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of
such documents without charge, at the SEC's website (http://www.sec.gov) once
such documents are filed with the SEC. Copies of such documents may also be
obtained from each Bank, without charge, once they are filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain 'forward-looking statements'. These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in circumstances. Forward-looking statements
include, without limitation, statements typically containing words such as '
intends', 'expects', 'anticipates', 'targets', 'estimates' and words of similar
import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the presence of a competitive offer for ABN AMRO, whether the Banks and ABN AMRO
enter into any definitive agreement with respect to the potential transaction,
satisfaction of any conditions to the potential transaction, including receipt
of required regulatory and anti-trust approvals, the anticipated benefits of the
potential transaction not being realized, the separation and integration of ABN
AMRO and its assets among the Banks being materially delayed or more costly or
difficult than expected, as well as additional factors, such as changes in
economic conditions, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation and government actions.
Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. None of the Banks
undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
This information is provided by RNS
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