Filed
by
ABN AMRO Holding N.V.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14a-12
of
the
Securities Exchange Act of 1934
Subject
Company: ABN AMRO Holding N.V.
Commission
File Number: 001-14624
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 |
Rijkman
Groenink
ABN
AMRO Chairman
of Managing Board
|
|
John
Varley
Barclays
Group
Chief Executive
|
|
Transaction
delivery
| Key terms | • |
3.225
new
Barclays shares per ABN AMRO share
|
| • |
€36.25
per
ABN AMRO ordinary share (1)
|
|
| • |
Ownership
52%
Barclays, 48% ABN AMRO
|
|
| • |
Sale
of
LaSalle Bank to Bank of America
|
|
| Financial | • |
Synergies:
€3.5bn
|
|
Metrics
|
• |
EpS
Accretion:
5% in 2010
|
| • |
RoI:
13% in
2010
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|
| Corporate | • |
Unitary
Board
structure
|
| Governance | ||
|
Structure
|
• |
UK
incorporation
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| • |
HQ
in
Amsterdam
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|
| • |
UK
FSA lead
supervisor
|
| (1) |
Based
on
Barclays closing share price of Barclays ordinary shares, £7.50, on 20th
April 2007 (FT exchange rate 1.4739) and including the €0.60 2006 final
dividend per ABN AMRO ordinary
share
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|
|
Headlines
| • |
Board
structure
|
| • |
Regulator
|
| • |
Head
office
|
| • |
Synergies
|
|
|
Sale
of
LaSalle Bank to Bank of America
| • |
LaSalle
Bank
to be sold for $21 billion
|
| • |
Completion
expected prior to combination with
Barclays
|
| • |
€12bn
excess
capital returned to shareholders
|
| • |
Commitment
to
leading US investment management and investment banking franchises
and
growing cards business
|
We
continue
to expect our US businesses to deliver strong growth and to
be a
major contributor to the combined Group’s
performance
|
|
Offering
world class capabilities to an enlarged, complementary customer
base
|
World
class
capabilities
|
Enhanced
product
capabilities
drive
cross
sell
|
Deep
local relationships
|
|
•
Retail Banking
•
Credit Cards
•
Affluent Banking
•
Commercial Banking
•
Payments and transactional Banking
•
Investment Banking
•
Asset Management
•
Wealth Management
|
 |
•
Europe
–
UK
–
Netherlands
–
Italy
–
Spain
–
Portugal
•
US
•
Brazil
•
Africa
•
Asia
–
India
–
Indonesia
–
China – Hong
Kong
–
Pakistan – Singapore
–
Taiwan
•
Middle East
|
|
Expanded
client
base
to drive
product revenues |
|
|
Synergies
| • |
Total
synergies: €3.5bn
|
| • |
Cost
synergies: €2.8bn
|
| • |
Net
revenue
synergies: €0.7bn
|
| • |
Implementation
costs: €3.6bn or 129% of cost synergies
|
| • |
Proforma
2006
cost:income ratio (57%) below Barclays (59%) and ABN AMRO
(71%)
|
|
|
The
transaction drives attractive financial returns
|
Premium
|
•
|
33%
to share price of ABN AMRO ordinary shares
on
16th March 2007
|
|
Synergies
|
•
|
Total
synergies: €3.5bn by 2010
-
Cost: €2.8bn
-
Net revenue:
€0.7bn
|
|
•
|
Implementation costs: €3.6bn | |
|
Capital
|
•
|
Target equity Tier
1 ratio of
5.75%
|
|
Cash
EPS
|
•
|
5% accretive in
2010 for
Barclays shareholders
|
|
•
|
Significantly accretive to ABN AMRO shareholders in 2008 | |
|
Barclays
RoI
|
•
|
2010 target:
13%
|
|
Barclays
economic
value
|
•
|
EP impact: significantly positive by 2010 |
|
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Capital
management will remain a core
focus
| • |
Target
strong
AA rating
|
| • |
Value-based
management discipline
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| • |
Maintain
Barclays dividend pay-out policy
|
| • |
Target
5.75%
equity/ 7.75% Tier 1 ratio
|
| • |
Buy-backs
part of toolkit; benchmark for
acquisitions
|
| • |
LaSalle
Bank
- €12bn return to shareholders
|
|
|
Summary
| • |
Significant
opportunity to accelerate our strategy
|
| • |
Merger
combines strengths and values of both
businesses
|
| • |
Enhance
customer proposition
|
| • |
Financial
metrics attractive for shareholders
|