FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
For
April 25, 2007
Commission
File Number: 001-14624
ABN
AMRO HOLDING N.V.
Gustav
Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
1082 PP Amsterdam
The Netherlands
|
|
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): ____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): _____
Amsterdam,
25 April
2007
ABN
AMRO
provides further details on the sale of LaSalle
Further
to the press
release on Monday, ABN AMRO wishes to provide further details regarding the
sale
of ABN AMRO North America Holding Company (“AANA”) which principally consists of
the retail and commercial banking activities of LaSalle Bank Corporation
(“LaSalle”) to Bank of America. ABN AMRO's North American Asset Management
businesses and certain businesses within ABN AMRO's North American Global
Markets and Global Clients operations are not included in the sale.
Tangible
book value
The
tangible book value of AANA as at 31 December 2006 is approximately USD 3.5
bln.
Tangible book value, also known as tangible common equity, consisted of total
shareholders equity of USD 6.2 bln as at 31 December 2006 less goodwill of
USD
2.7 bln. Prior to the completion of the sale, ABN AMRO will convert into
equity
approximately USD 6.15 bln of loans, which it currently extends to AANA.
These
loans currently fund an equal amount of equity in LaSalle, AANA’s main
subsidiary. Therefore, after conversion, the tangible book value of AANA
will be
approximately USD 9.7bln (all numbers pro forma determined and under US
GAAP).
The
sales price of USD 21 bln has been agreed on the basis of a tangible book
value
of USD 9.7 bln and net earnings of USD 899 mln, on the basis of 2006 net
earnings excluding the results of the mortgage business sold to Citigroup
in the
first quarter of 2007, and adjusted for the recapitalisation of USD 6.15
bln.
“Go
shop”
clause
The
Bank of America contract contains a “calendar” 14 day "go shop" clause which
continues until 11:59 PM New York time on May 6th, 2007. Under that clause
an
alternative bidder has these 14 days to execute a definitive sales agreement
for
the same businesses on superior terms for cash and not subject to a financing
condition. This is followed by a 5 business day right for Bank of America
to
match the new bidder's superior proposal. There is a USD 200 million termination
fee to be paid by ABN AMRO if Bank of America does not match and as a result
its
contract is terminated. If Bank of America matches there is no further right
to
terminate the contract for a superior proposal. ABN AMRO has today made a
copy
of this contract publicly available (filed with the SEC on 6-K). The sale
of
LaSalle is expected to be settled in late 2007 and is subject to regulatory
approvals and other customary closing conditions.
ABN
AMRO and its advisors, led by UBS,
are actively engaged in soliciting alternative bids from the largest US and
international banks that may have an interest in LaSalle.
| 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 | |
|
|
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This
announcement is
made pursuant to article 9b(1) of the Dutch Decree on the Supervision of
the
Securities Trade 1995.
Press
contact: +31 20 6288900
IR
contact: +31 20 6287835
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.
The
information contained in this report is incorporated by reference into
the
registration statements on Form S-8 with Registration Nos. 333-81400, 333-84044,
333-128621, 333-128619, 333-127660 and 333-74703, the registration statements
on
Form F-3 with Registration Nos. 333-137691 and 333-104778 and the registration
statement on Form F-4 with Registration No. 333-108304.
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 proposed business combination transaction between Barclays
and ABN AMRO, Barclays expects that it will file with the US Securities and
Exchange Commission a Registration Statement on Form F-4 which will contain
a
prospectus, 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. | |||
| By: | /s/ Richard Bruens | ||
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| Name: | Richard Bruens | ||
| Title: | Head of Investor Relations | ||
| Date: April 25, 2007 | |||
| By: | /s/ Willem Nagtglas Versteeg | ||
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| Name: | Willem Nagtglas Versteeg | ||
| Title: | Secretary to the Managing Board | ||