FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
July
30, 2007
Commission
File Number: 001-14624
ABN
AMRO HOLDING N.V.
Gustav
Mahlerlaan 10
1082
PP
Amsterdam
The
Netherlands
________________________________________________
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): X
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes | No X |
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _____
|
|
|
 |
|
|
| IR / Press Release |
Amsterdam,
30 July
2007
ABN
AMRO –
Offer Update
The
Managing and Supervisory Boards of ABN AMRO (the “Boards”), in their respective
meetings on 26 and 27 July 2007, discussed the Consortium offer and
the proposed
Barclays offer (each an “Offer”, together, the “Offers”) with a view to coming
to a reasoned position on both Offers taking into account the best
interest of
the Company’s shareholders and other stakeholders. In doing so, the Boards
assessed each Offer in the context of the following elements:
|
1.
|
Interest
of
shareholders and other stakeholders
|
|
·
|
Shareholders:
the current value of the Offers, the mix of consideration,
the degree of
sensitivity, as appropriate, of the value of the Offers to
the offerors’
share prices, proposed synergies and ABN AMRO’s strategic
vision;
|
|
·
|
Employees:
career opportunities, commitments, any proposed gross and
net redundancies
and the formal advice and opinions of, as well as views expressed
by,
employee representative bodies;
|
|
·
|
Customers:
service quality and continuity with regard to product offerings
and
business model;
|
|
·
|
Creditors:
financial strength and long-term ratings of the ongoing
businesses.
|
The
Boards would anticipate that the DNB and other regulators, in performing
their
roles and making their final determinations, will discipline and monitor
both
offerors in the best interest of customers, creditors, the financial
system and
society at large.
|
2.
|
Risks
associated with each proposed
transaction:
|
|
·
|
Execution
risks, including the likelihood and timing of regulatory and
shareholder approvals, the wording of “Material Adverse Change” clauses
and other pre-offer and offer conditions or fiduciary outs
of each
Offer;
|
|
·
|
Post
–acquisition risks: where relevant, break-up and integration risks,
capital adequacy and funding, legal and compliance risks
and business
integrity risks;
|
|
3.
|
Corporate
Governance:
|
|
·
|
Where
relevant, Headquarter location, Board structure and representation,
likely
distribution of senior and middle management
positions.
|
|
Press
Relations Department
Head
Office:
Gustav Mahlerlaan 10 (HQ 9140), 1082 PP Amsterdam, tel. +31
(0)20 6288900,
fax +31 (0)20 6295486
London
Office:
250 Bishopsgate, London EC2M 4AA, tel. +44 207 6788244, fax
+44 207
6788245
|
||
|
|
||
Barclays
Offer
Barclays
announced
on 23 July the proposed terms of its revised Offer. Barclays expects
to launch such Offer as soon as practicable, subject to, inter alia,
regulatory
approval for the Offer to be made.
The
Revised Barclays Offer includes amended offer terms and has introduced
a
significant cash element, together with a mix-and-match alternative.
The value
of this offer, however, remains highly dependent on the share price
performance
of Barclays.
The
Boards note that the proposed merger with Barclays is consistent with
ABN AMRO’s
previously articulated strategic vision. In addition, the strategic
cooperation
with China Development Bank should further enhance the growth opportunities
of a
potential combined Barclays/ABN AMRO group in the attractive Asian
market and
could result in creation of additional longer-term value for ABN AMRO
shareholders.
The
proposed transaction with Barclays is understood to be well on track
to receive
the required regulatory approvals and generally has acceptable and
manageable
post acquisition risks.
The
Boards also took into account the positive opinion of the European
Staff Council
and the positive advice of the Central Works Council in respect of
the proposed
combination with Barclays, received by ABN AMRO as part of the consultation
process. The Boards also noted the commitments made to employees and
trade
unions in respect of employee’s rights and respecting of existing
agreements.
The
approval of the shareholders of Barclays is still outstanding and currently
expected at the earliest mid-September 2007. The outcome of that vote
remains uncertain at this stage.
As
at the market close on 27 July 2007, the Barclays offer was at a 1.0%
discount
to the ABN AMRO market price and at an 8.8% discount to the see-through
value of
the Consortium offer.
The
Boards are therefore, notwithstanding their support of the strategic
benefits of
the combination with Barclays, not currently in a position to recommend
from a
financial point of view the Barclays Offer for acceptance to ABN AMRO
shareholders.
Consortium
Offer
The
Consortium formally launched its Offer on 21 July 2007. The tender
offer period, if not extended, is expected to end on 5 October
2007.
The
current value of the Offer, with its high cash component, is attractive
to the
ABN AMRO shareholders. As at the market close on 27 July 2007, the
Consortium
offer was at a premium of 8.5% to the ABN AMRO market price and of
9.6% to the
Barclays Offer’s implied value.
The
Boards welcome the efforts made by the Consortium in establishing a
dialogue
with the ABN AMRO employee representative bodies and the commitments
made to the
ABN AMRO employees with respect to redundancy procedures.
The
Boards have identified a number of significant risks to the Consortium
offer:
|
1.
|
Whereas
sources of integration risks are broadly similar to those
identified for
the Barclays Offer, the ABN AMRO Boards have significant
unresolved
questions about the proposed break-up of ABN AMRO and the
proposed
methodology of the Consortium to implement such a break-up
(as also
explained to the Consortium on 5 May and included in our
press release
dated 14 May 2007);
|
|
2.
|
Whereas
Santander shareholders have already approved the proposed
transaction,
approvals of the shareholders of Fortis and RBS are still
outstanding and
expected at the earliest on, respectively, 6 August and 10
August. The outcome of those votes remains uncertain at this
stage;
|
|
3.
|
The
approval
of the proposed transaction by the Ministry of Finance and
the views of
the Dutch Central Bank in this respect remain uncertain,
including as to
timing and associated conditions of any such approval, particularly
in
view of the proposed break-up;
|
|
4.
|
The
broadly
defined “Material Adverse Change” clause as it is currently worded in the
Consortium Offer is more onerous and uncertain than the proposed
equivalent Barclays clause.
|
Taking
the above
factors into account, the Boards of ABN AMRO are not currently in a
position to
recommend the Consortium Offer for acceptance to ABN AMRO
shareholders.
Conclusion
In
light of the above, the Boards are not currently in a position to recommend
either Offer for acceptance to ABN AMRO shareholders. ABN AMRO will
further engage with both parties with the aim of continuing to ensure
a level
playing field and minimising any of the uncertainties currently associated
with
the Offers with a view to optimising the attractive alternatives available
to
ABN AMRO’s shareholders.
ABN
AMRO and Barclays have agreed further amendments to the Merger Protocol
and the
Merger Protocol, as amended, remains in effect. Under the amended merger
protocol, it remains a condition for the Barclays offer that ABN AMRO
recommends
the Barclays offer. Additionally, ABN AMRO will be free to discuss
the
Consortium offer with the Consortium and its advisers. The letter effecting
the
amendments to the Merger Protocol will be filed with the SEC later
today and will be available on the ABN AMRO website
www.ABNAMRO.com.
Press
contact: +31 20 6288900
IR
contact:
+31 20 6287835
This
is an
announcement pursuant to article 9b paragraph 1 of the Dutch Securities
Markets
Supervision Decree (Besluit toezicht effectenverkeer 1995).
This
document 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.
Cautionary
statement
regarding forward-looking statements
This
announcement
contains forward-looking statements. Forward-looking statements are
statements
that are not historical facts, including statements about our beliefs
and
expectations. Any statement in this announcement that expresses or
implies our
intentions, beliefs, expectations or predictions (and the assumptions
underlying
them) is a forward-looking statement. These statements are based on
plans,
estimates and projections, as they are currently available to the management
of
ABN AMRO Holding N.V. ("ABN AMRO"). Forward-looking statements
therefore speak only as of the date they are made, and we take no obligation
to
update publicly any of them in light of new information or future
events.
Forward-looking
statements involve inherent risks and uncertainties. A number
of important
factors could therefore cause actual future results to differ
materially from
those expressed or implied in any forward looking statement.
Such factors
include, without limitation, the consummation of our proposed
merger with
Barclays PLC ("Barclays"); the completion of our proposed disposition
of
LaSalle; the conditions in the financial markets in Europe, the
United States,
Brazil and elsewhere from which we derive a substantial portion
of our trading
revenues; potential defaults of borrowers or trading counterparties;
the
implementation of our restructuring including the envisaged reduction
in
headcount; the reliability of our risk management policies, procedures
and
methods; the outcome of ongoing criminal investigations and other
regulatory
initiatives related to compliance matters in the United States
and the nature
and severity of any sanctions imposed; and other risks referenced
in our filings
with the US Securities and Exchange Commission. For more information
on these
and other factors, please refer to Part I: Item 3.D "Risk Factors"
in our Annual
Report on Form 20-F filed with the US Securities and Exchange
Commission and to
any subsequent reports furnished or filed by us with the US Securities
and
Exchange Commission. The forward-looking statements contained
in this
announcement are made as of the date hereof, and the companies
assume no
obligation to update any of the forward-looking statements contained
in this
announcement.
Additional
Information and Where to Find it
In
connection with the offer launched by the consortium of Fortis,
RBS and
Santander, ABN AMRO will, in the course of today, file with the
US Securities
and Exchange Commission a Solicitation/Recommendation Statement
on Schedule
14D-9 advising the ABN AMRO shareholders (i) whether it recommends
acceptance or
rejection of such offer, expresses no opinion and remains neutral
toward such
offer, or is unable to take a position with respect to such offer
and (ii) the
reason(s) for its position with respect to such offer. The ABN AMRO
boards request the ABN AMRO shareholders to defer making a determination
on
whether to accept or reject such offer until they have been advised
of ABN
AMRO’s position with respect to the offer.
In
connection with the proposed business combination transaction between
Barclays
and ABN AMRO, Barclays has filed with the US Securities and Exchange
Commission an amendment to its Registration Statement on Form F-4
which will
contain a prospectus. Barclays expects to file with the US Securities
and Exchange Commission further amendments to such Registration
Statement as
well as a Tender Offer Statement on Schedule TO and other relevant
materials. In addition, ABN AMRO expects that it will file with the
US Securities and Exchange Commission a Solicitation/Recommendation
Statement on
Schedule 14D-9 and other relevant materials. 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 filings 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 Barclays and ABN AMRO, without charge,
once they are filed with the SEC.
The
publication and distribution of this document and any separate documentation
regarding the intended Offer, the making of the intended Offer and
the issuance
and offering of shares may, in some jurisdictions, be restricted by
law. This
document is not being published and the intended Offer is not being
made,
directly or indirectly, in or into any jurisdiction in which the publication
of
this announcement and the making of the intended Offer would not be
in
compliance with the laws of that jurisdiction. Persons who come into
possession
of this announcement should inform themselves of and observe any of
these
restrictions. Any failure to comply with these restrictions may constitute
a
violation of the securities laws of that jurisdiction.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| ABN AMRO HOLDING N.V. | |||
| Date: July 30, 2007 | By: | /s/ Dies Donker | |
|
|
|||
| Name: | Dies Donker | ||
| Title: | Head of Investor Relations | ||
| By: | /s/ Willem Nagtglas Versteeg | ||
|
|
|||
| Name: | Willem Nagtglas Versteeg | ||
| Title: | Company Secretary | ||