| I | General / Process / Timing |
5
|
| II | Proposed Merger with Barclays |
10
|
| III | LaSalle |
15
|
| IV | Consortium Fortis-RBS-Santander |
17
|
| V | TCI’s Role |
19
|
|
·
|
With
respect to other potential offers, ABN AMRO’s Managing Board is fully
aware of its responsibilities and will act accordingly, taking into
account not only the price offered by potential other interested
parties
but also the execution risk, the vision, strategy and business model
of
the combined group to maximise long-term shareholder value creation,
also
in respect of the fact that any such transaction would be largely
paid in
shares.
|
|
·
|
We
have been talking regularly to a variety of banks in the past. The
talks
with Barclays accelerated in Q1 as we realised that a merger could
create
value beyond what we would be able to achieve in a stand-alone scenario.
We therefore believe that a merger with Barclays is in the best interest
of ABN AMRO and its shareholders.
|
|
·
|
Creation
of a leading player with a solid base in Europe and scaleable positions
in
attractive growth markets.
|
|
·
|
Combining
unique, complementary client franchises with local intimacy with
world
class product capabilities.
|
|
·
|
Combination
provides a platform for further growth - geographically and in product
reach.
|
|
·
|
The
combined group will be better able to cross-sell to existing customers
and
attract new customers.
|
|
·
|
The
proposed merger will create:
|
|
§
|
A
leading force in global retail and commercial banking with world
class
products.
|
|
§
|
A
premier global investment bank that is a leader in risk management
and
financing with an enhanced product offering across a broader geographical
footprint.
|
|
§
|
The
world’s largest institutional asset manager with enhanced retail
distribution capabilities and complementary products ensuring delivery
of
world class products and services to a wider customer base.
|
|
§
|
The
world’s [eight] largest wealth manager, with a leading European onshore
franchise and highly attractive positions in growth
markets.
|
|
·
|
Synergies:
|
|
§
|
€3.5bn
of synergy benefits by 2010, of which €2.8bn cost; €0.7bn revenue
synergies.
|
|
§
|
Gross
FTE reduction of 23,600.
|
|
·
|
Key
merger terms:
|
|
§
|
[include
exchange ratio, treatment LaSalle,
etc]
|
|
§
|
Break
fee: €200mn
|
|
§
|
Ability
for ABN AMRO to engage in discussions with a third party that has
communicated to ABN AMRO [an alternative proposal] that is reasonably
likely to result in a competing offer and a failure to respond to
such
proposal would result in a breach of the responsibilities of the
Boards.
|
|
·
|
The
decision to sell LaSalle to Bank of America comes from the broader
strategic perspective of ABN AMRO no longer regarding LaSalle as
core.
|
|
·
|
Combined
group will continue to be a leading force in investment banking and
investment management in US.
|
|
·
|
Condition
of offer that LaSalle is sold to Bank of America for $21 billion
prior to
completion of Barclays’s offer for ABN
AMRO.
|
|
·
|
Excess
capital from the sale of LaSalle will be returned to shareholders
of the
combined group upon completion of the Barclays
offer.
|
|
·
|
The
Fortis-RBS-Santander consortium has not made an offer and it is unclear
if
they will (be able to) make one.
|
|
·
|
We
are well aware of our responsibilities to ABN AMRO and its shareholders
and after careful consideration have come to the conclusion to go
ahead
with the transaction with Barclays.
|
|
·
|
We
consider that the proposed merger with Barclays is in the best interest
of
ABN AMRO and its shareholders and have unanimously resolved to recommend
the proposed merger for acceptance by the shareholders of ABN
AMRO.
|
|
·
|
Therefore,
we have agreed to a specific transaction with significant upside
potential
for our shareholders and manageable execution risk to one that is
yet
unspecific, uncertain and will probably include very high execution
risks
in order to create value for shareholders.
|
|
·
|
TCI
has made several statements regarding ABN AMRO and the contemplated
transaction between Barclays and ABN AMRO. We can however not comment
on
the position and stance of TCI.
|
|
·
|
The
transaction with Barclays delivers very good value for ABN AMRO and
its
shareholders and we remain of the view that shareholders should vote
against the TCI resolutions at our AGM on
Thursday.
|
|
·
|
Suffice
to say that we are entirely committed to executing our responsibilities
for all shareholders.
|
|
·
|
We
have been talking regularly to a variety of banks, including Barclays,
over the past few years.
|
|
·
|
The
Supervisory Board has been updated about these talks on a regular
basis.
|
|
·
|
The
final decision to recommend to our shareholders a merger with Barclays
as
communicated has been taken immediately prior to
announcement.
|
|
·
|
No,
this did not play a role. However, we believe that the perceived
value of
ABN AMRO is very important and we always seek to both maximize long-term
shareholder value and to optimize our strategy
pursuits.
|
|
·
|
The
proposed merger is driven by the structural trends and implications
of the
sector. The banking sector is still fragmented by comparison with
other
global industries whilst offering compelling sources of growth for
those
players with an aligned portfolio. The proposed merger will accelerate
the
delivery of the strategic advantages of both ABN AMRO and Barclays.
|
|
·
|
No,
this did not play a role.
|
|
·
|
We
believe that the combined group will be able to take advantage of
increasing cross-border harmonisation of customer needs leading to
a
sustained increment over stand-alone value
growth.
|
|
·
|
There
is no preference for one of these two options, however, we feel that
the
opportunity of a merger with Barclays as now presented is in the
best
interest of ABN AMRO and its shareholders. The share exchange ensures
that
our shareholders will be able to benefit from the additional value
this
combination can create for them in the longer
term.
|
|
·
|
The
Managing Board takes into account not only the price offered by potential
interested parties but also the long-term interest for ABN AMRO and
its
shareholders. We believe that the proposed merger with Barclays is
in the
best interest of ABN AMRO, and its
shareholders.
|
|
·
|
Yes.
Our overriding responsibility is to pursue a merger which is strategically
consistent with our long term strategy to maximise long-term shareholder
value.
|
|
·
|
The
proposed merger with Barclays is expected to lead to sustained incremental
value growth versus the stand-alone scenarios and is, therefore,
in the
best interest of ABN AMRO and its
shareholders.
|
|
·
|
No,
size is not an objective in itself but the ability to capture growth
and
deliver long-term value to our
shareholders.
|
|
·
|
At
this stage we have received one serious offer therefore, there is
no
bidding contest.
|
|
·
|
The
process is transparent. We have announced that discussions were being
held
with Barclays on 19 March 2007 and we provided an update with an
outline
of the preliminary discussions on 20 March 2007.
|
|
·
|
We
have also been open and transparent about the letter received from
the
consortium Fortis-RBS-Santander and our meeting with them [today].
|
|
·
|
Following
the announcement of the envisaged transaction with Barclays, we are
now
working towards the launch of the official offer as well as to receive
the
required approvals from regulators and competition
authorities.
|
|
Date
(Indicative)
|
Action
|
|
[June/July]
2007:
|
Publication
of Offer documentation, Prospectus and Barclays circular to
shareholders
|
|
[August]
2007:
|
Extraordinary
General Meeting of Barclays shareholders to approve the
Offer,
|
|
[August]
2007:
|
Extraordinary
General Meeting of ABN AMRO shareholders to consider the
Offer
|
|
[September/October]
2007:
|
Offer
closes to acceptances
|
|
[Fourth
Quarter] 2007:
|
Settlement
of the Offer
|
|
·
|
We
have just announced the proposed merger with Barclays. As announced,
the
process contemplates the offer being made to ABN AMRO shareholders,
upon
which a so-called informative EGM will be
held.
|
|
·
|
The
informative EGM to consider the offer is expected to be held after
publication of the offer documentation - currently expected to be
in
[August] 2007.
|
|
·
|
The
Managing Board is focused on the best interest of ABN AMRO and its
shareholders and will assess any serious (potential) bid on its merits
taking into account not only the price offered by potential other
interested parties but also the execution risk, the vision, strategy
and
business model of the combined group to maximise long-term value
creation,
also in respect of the fact that any such transaction is expected
to be
largely paid in shares.
|
|
·
|
The
Barclays offer is the only offer on the
table.
|
|
·
|
We
will consider any other serious offer that may be put forward to
us.
|
|
·
|
A
long-term perspective is especially important as a deal with these
characteristics is always going to be primarily a paper deal and
not a
cash deal. Therefore, from a value point of view we also need to
look at
the long-term proposition.
|
|
·
|
Based
on the ongoing dialogue we have with our shareholders, we are convinced
that a majority of our shareholders is interested in long term value
creation.
|
|
·
|
We
are committed to proceeding with the proposed merger with Barclays.
We are
not considering any other options. However, if another party puts
forward
a superior proposal, we will consider
it.
|
|
·
|
Nothing
has changed with regard to our shareholding in Capitalia.
|
|
·
|
We
see no need to solicit other bidders. We feel that the opportunity
of a
merger with Barclays as now presented is in the best interest of
ABN AMRO
and its shareholders.
|
|
·
|
We
have been approached by the consortium Fortis-RBS-Santander, and
will have
a meeting with them [today].
|
| 1.19 | Entering into exclusive negotiations with Barclays at an early stage has shut out other potential bidders - this is clearly not value maximising and therefore in the best interests of shareholders |
|
·
|
We
have come to the conclusion that the proposal by Barclays is value
maximising and in the best interest of ABN AMRO and its
shareholders.
|
|
·
|
Furthermore,
the proposed merger with Barclays represents a comprehensive and
firm
proposal.
|
|
·
|
The
announcement of the proposed merger with Barclays and the exclusive
talks
we had during the last weeks does not shut out other potential bidders
-
the proposed merger with Barclays will not complete until late Q3
or
Q4.
|
|
·
|
The
discussions with Barclays were progressing well but there were some
items
that required additional time.
|
|
·
|
As
we are still of the opinion that a deal with Barclays is in the best
interest of ABN AMRO and its shareholders, an extension of the exclusivity
period was in line with management’s
responsibilities.
|
|
·
|
Our
AGM will go ahead as planned on Thursday. We look forward to discussing
with our shareholders this proposed
merger.
|
|
·
|
The
TCI resolutions remain on the agenda and will be voted
upon.
|
|
·
|
The
transaction with Barclays delivers strong long-term value for ABN
AMRO and
its shareholders and we remain of the views that shareholders should
vote
against the TCI proposals.
|
|
·
|
We
have not received any other formal offer or
approach.
|
|
·
|
The
proposed merger fits well with our strategic objective to provide
significant and sustained value for our
shareholders.
|
|
·
|
We
expect that the proposed merger will lead to immediate accretion
in ABN
AMRO’s cash earnings per share and will create shareholder value beyond
what could be achieved in a stand-alone
scenario.
|
|
·
|
We
have been talking regularly to a variety of banks, including Barclays,
over the past few years.
|
|
·
|
The
talks with Barclays accelerated during the recent months as both
parties
became increasingly convinced and enthusiastic about the benefits
of a
combination of the two groups.
|
|
·
|
We
have been talking regularly to a variety of banks, including Barclays,
over the past few years.
|
|
·
|
Creation
of a leading player with a solid base in Europe and scaleable positions
in
attractive growth markets.
|
|
·
|
Combining
unique, complementary client franchises with local intimacy with
world
class product capabilities.
|
|
·
|
Combination
provides a platform for further growth - geographically and in product
reach.
|
|
·
|
Relatively
limited overlap in front-office, but ability to extract significant
cost
synergies from combining back-offices, platforms, off-shoring
capabilities, optimising processes,
etc.
|
|
·
|
Complementarity
of culture which will help to better deliver the benefits of this
proposed
merger.
|
|
·
|
There
is a break-up fee of €200 million as compensation for costs made, taking
into account that the expenses of putting such a complicated transaction
together are substantial.
|
|
·
|
The
agreement aims to compensate the bidder for costs incurred should
the
transaction not happen.
|
|
·
|
Although
in absolute terms this may sound as a high number, compared to similar
transactions, this is a relatively low amount. It represents c. 0.3%
of
the market capitalisation of ABN AMRO, compared to a typical level
of 1%
in European transactions.
|
|
·
|
The
price offered by Barclays per ABN AMRO share represents an attractive
offer. Please be reminded that the price offered by Barclays of €[36.21]
per share is a significant premium of [33%] on the share price of
16 March
2007, the last trading day prior to the announcement that ABN AMRO
and
Barclays were in talks and a premium of [49]% over the average share
price
of ABN AMRO in the [6] months prior to 16 March 2007.
|
|
·
|
We
do not believe that a full break-up of the company is in the long
term
interests of ABN AMRO and its shareholders and not maximising value
creation in the longer term. The combined group would lose the benefit
of
reduced costs, best practices transfer and risk diversification by
grouping and managing our businesses
together.
|
|
·
|
We
therefore see the sale of LaSalle combined with the proposed merger
with
Barclays, with many complementary product areas and mutual strengths,
as
sustainable value creation in the long term which is preferable to
a
break-up and the uncertainties involved in the short and
long-term.
|
|
·
|
As
part of our discussions with Barclays over the last few weeks, we
have
agreed a number of main principles to ensure that the enlarged group
would
be optimally placed to deliver benefits to shareholders. We believe
the
head office in Amsterdam would allow us to do this.
|
|
·
|
We
have reached the agreement for the head office to be located in Amsterdam,
but will need to determine the exact split of responsibilities in
the
coming weeks.
|
|
·
|
We
have agreed upon a number of broad principles to ensure that the
enlarged
group would be optimally placed to deliver benefits to shareholders.
A
unitary board is one of these principles agreed upon and matches
the fact
that the new entity is a UK plc and best practice Corporate Governance
for
UK companies.
|
|
·
|
The
principle said that we would ‘seek’ a DNB lead regulatory role. However,
as we were progressing our discussions and optimising the structure
of the
combined entity, with Barclays as the holding company for the combined
group, it became clear that a lead regulator role for the UK Financial
Services Authority is a better option.
|
|
·
|
We
feel that it will give the combined entity access to a greater pool
of
likely investors, support liquidity, inclusion in relevant indices
and
minimise potential flow back.
|
|
·
|
We
have announced that following the proposed merger, the net reduction
in
staff will be approximately [12,800]. In addition it is expected
that
approximately 10,800 full-time equivalent positions will be offshored
to
low-cost locations. This will impact a gross total of approximately
23,600
full-time equivalent positions of the combined workforce of approximately
228,000.
|
|
·
|
However,
employee rights will be in any case safeguarded. Any redundancies
will be
subject to the local process of employee consultation and severance.
|
|
·
|
We
will first go through the relevant consultation and approval processes
before we announce further details.
|
| 2.14 | It appears the agreement is a “friendly” compromise between the companies that may not be the best possible outcome for ABN AMRO’s shareholders; factors such as choice of regulator, location of the head office and management composition seem to have played a more important role than price |
|
·
|
Barclays
and ABN AMRO have decided to merge in order to create value for ABN
AMRO
and its shareholders. This includes choosing the most favourable
elements
of the combined structure going forward. Amsterdam is an excellent
basis
for our joint head office for a group as geographically diversified
as
ours, and very significant activities such as the Investment Banking
and
Investment Management operations will be led out of London.
|
|
·
|
The
price offered by Barclays per ABN AMRO share represents a very attractive
offer and therefore has our
support.
|
| 2.15 | Brokers are of the opinion that Barclays is not in a position to realise as many synergies as other potentially interested parties - we are therefore of the opinion that an auction would have generated a higher price |
|
·
|
We
have announced €[3,500] million to the market, which is significantly more
than most analysts were expecting.
|
|
·
|
We
have spent a very significant amount of time on the estimation of
synergies.
|
|
·
|
This
has been a bottom-up approach, involving the relevant business leaders
of
both parties.
|
|
·
|
Although
there may not be significant overlap in geographic activities, we
identified significant scope for cost synergies from combining
back-offices, platforms, off-shoring capabilities, optimising processes,
etc.
|
|
·
|
This
is something that may not be easily identified by analysts and therefore
is not fully reflected in a lot of analyst estimates that we have
seen
during the last weeks.
|
|
·
|
In
the light of this, we believe the transaction to be value maximising
for
ABN AMRO and its shareholders. Given the transaction is entirely
paid for
in shares, all shareholders will be able to participate further in
future
upside should the synergies exceed expectations.
|
| 2.16 | How do you want to avoid the problems around inefficiency and low valuations of extremely large banking groups such as Citigroup and HSBC? We are seriously concerned about this transaction |
|
·
|
We
have the advantage that we can learn from what other groups have
done in
the past and avoid following the same path. We are aware of these
risks
and current valuations of some large banking groups.
|
|
·
|
Although
we are present in many countries, we have a relatively concentrated
business. For instance, 90% of our branches are located in just 7
countries. We do not believe in exceptional size as such. We believe
in
exceptional products and distribution, driving customer choice and
satisfaction.
|
|
·
|
The
combination will be a leading universal bank with a solid base in
Europe
and scaleable positions in attractive growth markets. The combination
combines unique, complementary client franchises with local intimacy
and
world class product capabilities in Retail and Commercial Banking,
Investment Banking and Asset Management & Private
Banking.
|
|
·
|
The
proposed merger will create one of the world’s leading universal banks
with superior products and extensive distribution that will benefit
its
clients.
|
|
·
|
We
will be able to offer a broader product set to our clients, such
as
investment banking/risk management products from BarclaysCap and
Asset
management products such as ‘ETF’s’ from
BGI.
|
|
·
|
We
believe the expected €[3,500] million announced synergies to represent a
conservative number and we are confident of reaching and will certainly
aim to exceed.
|
|
·
|
The
combination will have an enhanced product offering and distribution
scale
to drive cross-selling of products and
services.
|
|
·
|
Barclays
adds particular strength in a number of product area’s such as Index
linked asset management and ‘Exchange traded funds’ in asset management
and ‘risk management products’ in investment banking. We add a significant
distribution platform through our presence in the Netherlands, Italy,
Brazil, Asia and other countries.
|
|
·
|
At
the same time, Barclays adds a client base in the UK and Southern
Africa
(ABSA) that can benefit from our complementary products as well as
distribution skills.
|
|
·
|
The
combined entity will offer unique global career opportunities in
several
business lines.
|
|
·
|
No,
only the retail and commercial banking operations of LaSalle.
|
| 3.2 | Up until recently you have declared LaSalle a core business of ABN AMRO - now that you have announced the proposed merger with Barclays you announce to dispose of it; how do you reconcile this? |
|
·
|
The
decision to sell LaSalle has come against the background of the proposed
merger with Barclays, the approach made by Bank of America and the
opportunity to review our combined portfolio of
businesses.
|
|
·
|
We
recognise that Bank of America may be able to realise greater value
than
the combined group could deliver. ABN AMRO has built significant
value in
LaSalle over the years and a sale at this time would crystallise
this for
shareholders.
|
| 3.3 | By selling LaSalle to Bank of America, do you not agree that a break-up of ABN AMRO is the best way to generate value for shareholders? |
|
·
|
The
sale of LaSalle is not a break-up of ABN AMRO. The decision to sell
LaSalle has come against the background of the proposed merger with
Barclays, the approach made by Bank of America and the opportunity
to
review our combined portfolio of businesses.
|
|
·
|
We
recognise that Bank of America may be able to realise greater value
than
the combined group could deliver. ABN AMRO has built significant
value in
LaSalle over the years and a sale at this time would crystallise
this for
shareholders.
|
| 3.4 | Is the sale of LaSalle simply a way to pave the way for the “friendly” proposed merger with Barclays rather than going for the rival proposal by the Fortis-RBS-Santander consortium that is more likely to create higher value for ABN AMRO’s shareholders? |
|
·
|
The
consortium Fortis-RBS-Santander has not made an offer and it is unclear
if
they will be able to make one and the nature of such
offer.
|
|
·
|
The
decision to sell LaSalle has come against the background of the proposed
merger with Barclays, the approach made by Bank of America and the
opportunity to review our combined portfolio of
businesses.
|
|
·
|
Excess
capital from disposal of LaSalle will be returned to shareholders
of the
combined group upon completion of the Barclays
offer.
|
| 3.6 | What will the proceeds of the disposal be and how will you ensure that ABN AMRO shareholders will receive the value they deserve? |
|
·
|
Condition
of offer that LaSalle is sold to Bank of America for $21
billion.
|
|
·
|
Excess
capital from disposal of LaSalle will be returned to shareholders
of the
combined group upon completion of the Barclays
offer.
|
|
·
|
Expected
completion is prior to completion of Barclays’s offer for ABN AMRO. [add
language around go-shop agreement]
|
| 3.8 | Are there any other businesses besides LaSalle that ABN AMRO / the combination will sell prior to, or after, completion of the Barclays transaction? |
|
·
|
LaSalle
is the only sizeable asset that ABN AMRO plans to
sell.
|
|
·
|
We
will however continue to optimise our portfolio of businesses during
the
completion process of the proposed merger and may sell some assets
during
that period, in the same manner as we have been doing over the last
years.
|
|
·
|
The
consortium Fortis-RBS-Santander has not made an offer and it is unclear
if
they will be, or are, able to make
one.
|
|
·
|
We
believe the offer from Barclays is a very attractive proposition
to
shareholders.
|
|
·
|
We
will have a meeting with the consortium Fortis-RBS-Santander [today]
to
seek clarification of their intentions and
interest.
|
|
·
|
If
they decide to present us with a concrete and competitive offer,
we will
consider their proposal, in line with our
responsibilities.
|
|
·
|
The
consortium Fortis-RBS-Santander has not made an offer.
|
|
·
|
We
will have a meeting with the consortium Fortis-RBS-Santander [today]
to
seek clarification of their intentions and
interest.
|
|
·
|
If
they decide to present us with a concrete and competitive offer,
we will
consider their proposal, in line with our
responsibilities.
|
|
·
|
The
price offered by Barclays per ABN AMRO share represents a very attractive
offer and the proposal provides a strong case for maximizing long
term
value for all our shareholders, so we are confident our shareholders
will
support this bid.
|
|
·
|
We
have to date not received any information or formal offer from the
consortium, nor any information as to structure and financing of
any
potential offer. ABN AMRO will have a meeting [today] with the consortium
Fortis-RBS-Santander to seek clarification of their intentions and
interests.
|
|
·
|
We
are aware of our responsibilities and will consider any other serious
offer that may be put forward to
us.
|
|
·
|
At
this moment, we are studying their proposal, so it is too early to
comment.
|
|
·
|
Yes
[to be confirmed in particular regarding timing].
|
|
·
|
We
have scheduled the meeting [that will be held today] with the consortium
Fortis-RBS-Santander as soon as possible.
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·
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The
meeting will be held in Amsterdam.
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[Our
CEO Rijkman Groenink will be attending the meeting, as will all
signatories of the letter they sent
us.]
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·
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No,
the meeting today will be the first meeting with the Fortis-RBS-Santander
consortium.
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| 5.1 | Does management agree with TCI that since May 2000 shareholders have been given a very disappointing cumulative share price return as a result of poor underlying earnings per share growth? |
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·
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We
acknowledge the disappointing performance of the share price during
the
specific period mentioned by TCI. However, the relative share price
performance depends on the relative timeframe and if measured from
the
beginning of the implementation of the new business model at the
beginning
of 2002 (e.g. 01/01/02 - 27/02/07) total return to shareholders was
above
the median of peers and above AEX and DJ Stoxx Banks
indices.
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·
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In
addition, ABN AMRO has consistently shown a healthy return on equity
since
2002, as well as significantly improved EPS and strong dividend
growth.
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·
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Management
has been talking regularly to a variety of other banks over the past
few
years and we have a good idea of who would fit and who would be
interested. It is not unusual for a financial institution to do so
from
time to time.
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·
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Naturally,
ABN AMRO is always sensitive to comments/opinions from all shareholders.
Our investor relation programme has been balanced over the years
towards
both long and hedge fund shareholders. Consequently, we have considered
TCI’s requests as one among those received from our shareholders. Such
requests need to be put in a more global perspective and Management
needs
to take a medium/long term horizon of what is best for ABN AMRO and
its
shareholders.
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·
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We
could not and have not spoken to TCI about the agreement with Barclays.
[needs
to be confirmed]
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·
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We
are not going to speculate on what may or may not happen at or following
the AGM.
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·
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TCI
has expressly requested that its proposals not only be put on the
agenda
to be discussed, but also to be voted on. The Managing Board and
the
Supervisory Board attach of course great importance to understand
the
views among shareholders, but in view of TCI's request to put its
motions
to a vote it is the duty of the Managing Board and the Supervisory
Board
to explain to the shareholders the nature of such a vote. In Dutch
corporations the Shareholders' Meeting does not have the legal power
to
instruct the Boards regarding the strategy that is to
be
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| 5.5 | Does management agree with TCI that the meeting with the consortium Fortis-RBS-Santander comes too late since the deadline for registering shares to vote at the AGM is before the meeting will take place? |
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·
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No,
we have scheduled the meeting [that will be held today] with the
consortium Fortis-RBS-Santander as soon as possible.
|