Filed
by
ABN AMRO Holding N.V.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14d-9
of
the Securities Exchange Act of 1934
Subject
Company:
ABN
AMRO
Holding N.V.
Commission
File Number: 001-14624
Amsterdam,
21 May
2007
Dear
reader,
In
recent weeks ABN AMRO has been thrust into the spotlight amid speculation about
the bank’s future and the potential sale or merger of the ABN AMRO Group. I’d
like to take this opportunity to update you on the recent
developments.
Speculation
about
ABN AMRO’s future began in February, when the UK hedge fund TCI, the holder of
around 2.5 per cent of ABN AMRO shares, cited dissatisfaction with the
underlying ABN AMRO share price growth. It requested that shareholders be
allowed to vote on five proposals. Three of its five resolutions were passed
at
the General Meeting of Shareholders on 26 April.
Just
days before, on
23 April, ABN AMRO announced that agreement had been reached with Barclays
on a
proposed merger of the two banks. The transaction, which valued ABN AMRO at
EUR
67 billion on the day the merger was announced, would create one of the world’s
largest financial services groups. On the same day, we announced we would sell
our US subsidiary LaSalle Bank to Bank of America for USD 21
billion.
Some
shareholders
felt the LaSalle sale would deter other bidders – such as a consortium of Royal
Bank of Scotland, Santander and Fortis – from making a higher offer for LaSalle
and the ABN AMRO Group. Although a 14-day ‘go shop’ period was included in the
terms of the LaSalle sale to give other parties a chance to bid, the Dutch
Investors’ Association (Vereniging van Effectenbezitters / VEB) regarded this
period as too short to allow other parties to prepare an alternative offer.
VEB
saw the sale of LaSalle as a poison pill and consequently decided to initiate
legal proceedings with the Enterprise Section of the Amsterdam Court of
Appeal.
The
Enterprise Section ruled on 3 May that although the sale of LaSalle was not
intended to act as a poison pill, it could not go ahead without shareholder
approval. ABN AMRO announced on 9 May that it would be appealing this
decision with the Dutch Supreme Court, in the interests of both the company
and
its shareholders, and as a requirement of the terms of the contract with Bank
of
America. This appeal has since been lodged.
On
5 May, the Royal Bank of Scotland-led consortium offered USD 24.5 billion for
LaSalle. This bid was conditional, however, on the consortium being able to
acquire the entire ABN AMRO Group for EUR 72 billion. Although this bid is
higher in nominal terms, ABN AMRO rejected it as being inferior to the Bank
of
America offer because of each of the two transactions (i.e. the bid for LaSalle
and the bid for ABN AMRO as a whole) being wholly conditional on the other,
the
uncertainty about how the consortium will finance the purchase of ABN AMRO
as a
whole and a number of other conditions linked to that bid.
On
10 May ABN AMRO’s Chief Financial Officer Hugh Scott-Barrett announced his
resignation with effect from 1 August 2007, having decided not to accept a
position in the new entity that would be created by a merger with Barclays.
Managing Board member Huibert Boumeester will succeed him as Chief Financial
Officer.
We
intend to announce the date of the Extraordinary General Meeting of
Shareholders, at which the various alternatives available at that time will
be
considered, once we know when judgement in the appeal is given and the
consortium has provided clarification on its intentions.
As
yet the outcome of the process is unknown, but I will endeavour to keep you
as
fully informed on further developments as possible. Our website,
www.abnamro.com, is also regularly updated with the latest press releases
and announcements.
Kind
regards,
Richard
Bruens
Executive
Vice
President
Head
of Investor
Relations