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ABN AMRO

 
Hoover's Profile: ABN AMRO Holding N.V.
(Pink Sheets:ABNYY) (Euronext Amsterdam:AAB)
Contact Information
ABN AMRO Holding N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam, The Netherlands
Tel. +31-20-628-9393
Fax +31-20-629-9111

Type: Public
On the web: http://www.abnamro.com
Employees: 102,566
Employee growth: (4.1%)

ABN AMRO Holding is a Dutch treat for Royal Bank of Scotland, Fortis, and Banco Santander, which bought the leading bank in the Netherlands for E71 billion in 2007 -- the largest deal in European history. The three owners carved up the bank as follows: Banco Santander laid claim to ABN AMRO's Brazilian and Italian operations, Fortis got the Dutch consumer banking arm and the asset management and private banking operations, and RBS took the North American and Asian banking and investment banking units. In 2008 Fortis sold its stake in ABN AMRO to the Dutch government. ABN AMRO operates some 4,000 offices in 50 countries.

Key numbers for fiscal year ending December, 2008:
Sales: ($645.6)M
Net income: $5,067.2M
Income growth: (65.5%)

Officers:
Chairman, Supervisory Board: Arthur C. Martinez
Chairman, Managing Board: Gerrit Zalm
CFO and Chief Risk Officer: David A. Cole

Competitors:
Citigroup
Deutsche Bank
ING

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Company History: ABN AMRO Holding, N.V.
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NAIC: 522110 Commercial Banking

Rooted in 19th-century Dutch East Indies trade, ABN AMRO Holding, NV has grown into a major international bank with operations in more than 60 countries. The Amsterdam-based holding company is the top banking group in the Netherlands, where it has one-quarter of its 3,400 branches. With $600 billion in total assets, it stands as the seventh largest bank in Europe, and 13th largest in the world. ABN AMRO is the biggest foreign bank in the United States where it maintains a robust Midwest presence. American subsidiaries include Michigan's largest bank, Standard Federal, and LaSalle Bank NA, a leading bank in the Chicago area. The bank also has significant operations in Brazil. ABN AMRO reorganized at the start of 2001, dividing its operating divisions into a trio of strategic business units. At the same time it sold many non-core operations around the world and withdrew from investment banking in the United States. The company has about 111,000 employees worldwide.

The 1991 marriage of the two largest banks in the Netherlands--Amsterdam-Rotterdam Bank (AMRO) and Algemene Bank Nederland (ABN)--gave rise to ABN AMRO. However, each bank arrived at the wedding as a product of previous banking mergers. ABN's original ancestor was The Netherlands Trading Society (Nederlandsche Handel-Maatschapijj), a company created in 1824 by decree of the Netherlands' King Willem I--Holland's Merchant Monarch. The King and company founders intended to revive the trading in the Dutch East Indies (Indonesia) that had flourished during the 17th and 18th centuries with the Dutch East Indies Company. The Netherlands Trading Society (NTS) managed its operations from the Dutch colony on Java, Indonesia's largest island and commercial hub. It financed the export of agricultural products which, between 1840 and 1880, brought the Dutch treasury an average of 18 million guldens a year, about one-third of the country's budget. NTS opened offices in Shanghai (1825), Singapore (1858), Hong Kong (1906), and elsewhere around Asia, and soon expanded into traditional banking operations with credits, time deposits, and security orders. In 1926, NTS founded Saudi Hollandi Bank in Jeddah to serve the Islamic pilgrims from the Dutch East Indies. For many years it operated as Saudi Arabia's central bank maintaining the gold stock of the country, and processing its first oil-related transactions.

NTS survived both World War I and worldwide depression in the 1930s. World War II, however, crippled the company. Germany occupied the Netherlands and Japan controlled Indonesia. NTS attempted to recover by focusing on expansion and opening branches throughout the Netherlands. But by the early 1960s, competition among the numerous Dutch banks had escalated and produced a period of consolidation. In 1964, NTS opted to merge with Twentsche Bank, a 100-year-old Dutch agriculture bank, and took on the new moniker--Algemene Bank Nederland (ABN). Seeking more international balance, ABN in 1967 acquired Hollandsche Bank Unie, which had a large presence in South America. In 1975, ABN bought Mees & Hope Bankiers, a Dutch bank with significant investment banking business and solid network of branches. Mees & Hope continued to do business under its own name, and later added private asset management and fiduciary services for international clients. ABN's international reach also extended to the United States. In 1972, the bank formed ABN Corporation to represent its North American subsidiaries. The bank secured a firm foothold in the Midwest in 1979 when it purchased LaSalle National Bank, the sixth largest bank in the Chicago area with 700 employees. Two years later, in a restructuring move, LaSalle Bank became part of the ABN holding company LaSalle National Corporation. The holding company went on to acquire six other Midwest banks including Exchange Bancorporation.

AMRO, ABN's merger partner, also began by financing Dutch East Indies trade. In 1863, a group of Rotterdam businesspeople and bankers created the Rotterdamsche Bank, lending funds to Dutch companies operating in Indonesia. The bank expanded its local lending activity to other businesses in the Netherlands, then added brokerage and securities firms to the banking operations through mergers. By the early 1900s, the company had a listing on the Amsterdam Stock Exchange. Renamed the Rotterdamsche Bankvereeniging, or Robaver, the bank continued to acquire local banks and also establish overseas bank branches in the West Indies (Antilles and the Bahamas) and Russia. By the early 1920s, Robaver stood as one of the largest banks in the Netherlands, and one of the more progressive banks as well. In 1928 it opened Vrouwenbank, a bank specifically for women.

Robaver persevered through the Depression and World War II, and in 1948 became the Netherlands' largest bank in when it merged with Incasso Bank, a Dutch institution founded in 1891. The same 1960s bank consolidation movement that produced ABN also swept up Robaver and Amsterdamsche Bank, another Dutch bank founded in the previous century. In 1964, Amsterdamsche Bank and Robaver merged to become the Amsterdam-Rotterdam Bank, or AMRO.

AMRO made a foray into the U.S. market in 1968. In a joint purchase with three other European banks, it bought New York-based European American Bank and Trust Company (EAB). AMRO continued building its retail banking business during the 1970s, and in 1975 acquired Dutch investment bank Pierson, Heldring & Pierson. In the 1980s, AMRO proposed the first sizable cross-border merger in European banking when it made a bid for Belgium's largest bank, Generale de Banque. But the deal collapsed with both parties citing legal, accounting and cultural difficulties. In the aftermath, AMRO bought Frankfurter Kreditbank, a German industrial bank.

In the late 1980s the Dutch government softened its merger and acquisition laws. The deregulation paved the way for its national banks to pursue global operations and to sidestep takeovers by dominant global banking players in United States, Japan, and Great Britain. As with the banking consolidation frenzy of 1964, ABN and AMRO proved prominent players.

In March 1990, ABN and AMRO--now the two largest commercial banks in the Netherlands--announced their plan to merge. Consolidation promised to strengthen their domestic dominance in the face of increased competition from NMB-Postbank and Rabobank, two other leading Dutch banks. The merger was also expected to create economies of scale in retail bank networks and technology, along with reductions in staff and overlapping businesses. But the merger was not an entirely defensive or a cost-cutting maneuver. Officials at both banks aspired to take advantage of the strong combined capital base and become a global player and bank for the world's biggest international companies. With European monetary unification on the horizon, the combined companies were especially keen on extending their reach into Europe. Although legal unification was not finalized until September 1991, the banks reached a merger agreement and incorporated in the Netherlands in the summer of 1990. The newfound bank attained instant prominence. ABN AMRO was not only the largest bank in the Netherlands, but also controlled half of the Dutch corporate banking market and two-fifths of securities trading on the Amsterdam Stock Exchange. Outside the country, it ranked as the sixth largest bank in Europe, and one of the top 20 banks in the world. It had combined assets of $233 billion, well exceeding the balance sheet of Citibank, the largest U.S. bank with assets of $214 billion.

To add to its global expansion war chest, ABN AMRO immediately raised $650 million with the sale of preferred stock. However, the new bank first moved to enlarge its markets in the United States rather than advance into Europe. Intent on creating an East Coast financial center to complement its Midwest operations, the bank bought out AMRO's European American Bank partners in July 1991. It then bolstered its stake in the Midwest the following year. ABN AMRO North America--the new holding company controlling U.S. and Canadian operations--spent $430 million to takeover Talman Home Federal Savings and Loan Association, the largest savings and loan in Illinois.

Integration of the banks proceeded smoothly during the first years following the merger as executives from the partnering banks shared top executive roles. ABN AMRO avoided massive layoffs by managing staff reduction through attrition. In 1993, it merged its two independent Dutch--AMRO-owned Pierson, Heldring & Pierson and ABN-owned Mees & Hope--into a new bank called MeesPierson. MeesPierson remained independent from ABN AMRO, until it was sold to financial conglomerate Fortis Group four years later.

Peter Jan Kalff, the banker responsible for the success and growth of ABN's LaSalle acquisition, became the ABN AMRO chief executive in 1994. Kalff guided the bank through a strong expansion period by adding smaller lending institutions to exist- ing networks, and allowing new properties to operate with considerable autonomy. The LaSalle subsidiary continued to snap up credit, financial, savings and other banking operations during the mid-1990s, merging and remerging companies until in 2000 all operations fell under the LaSalle Bank NA. Kalff also drove the Dutch bank into investment banking and brokerage services. In 1992, ABN AMRO had acquired Hoare Govett, a U.K.-based international corporate investment bank. In 1995 it announced plans to buy the Nordic investment bank Alfred Berg from Sweden's Volvo group, and also The Chicago Corp, a New York-based securities operation.

In 1996, International Financing Review designated ABN AMRO as the 1995 Bank of the Year for meeting rigorous financial objectives created after the 1991 merger. Yet the year was filled with far more momentous events. In the United States, ABN AMRO made headlines when in late 1996 it agreed to pay US$1.9 billion for Standard Federal Bancorporation of Michigan, a large, profitable mortgage lender with US$15.5 billion in assets and over 180 branches in Michigan, Ohio, and Indiana. The highest price ever paid for a savings and loan, the sale further fortified its Midwest operations and caused ABN AMRO's stock to soar to a record high of 109.7 guilders. The deal made ABN AMRO the 12th largest bank in the United States. The same year the Dutch bank strengthened its position in Central and Eastern Europe by paying $90 million for a majority interest in Magyar Hitel Bank, Hungary's fifth largest commercial bank. It then purchased Australian-based Lloyds Bank, with branches in both Australia and New Zealand, for $868 million.

Kalff also pursued out-of-favor banking markets in Latin America and Asia. In 1998, ABN AMRO bought Brazil's fourth largest public bank, Banco Real, for $2.1 billion and went on to take a controlling interest in Bandepe Bank. It established residential mortgage financing, asset management, and insurance activities in Brazil and five other Latin American and Caribbean countries. The same year it paid $183 million for a 75 percent stake in Thailand's Bank of Asia, one of the healthier financial institutions in the nation's struggling banking industry.

Yet ABN AMRO's plan to establish a borderless, Pan-European bank remained illusive. Nationalistic regulators threw up hurdles regularly. In 1998 the bank looked at creating a second European home market in France by bidding on the French government's sale of Credit Industriel & Commerical. But French authorities opted instead to sell to a national institution with a lower bid than the Dutch bank's offer. The scene was repeated later that year when ABN AMRO endeavored to take over Belgium's Generale de Banque. The Dutch bank countered the $10.7 billion offer made by the Dutch-Belgian Fortis Group, but Generale's shareholders preferred not to be bought by their Dutch rivals even for more money. Declaring ABN AMRO's $12.2 billion bid a hostile takeover, Fortis anteed up $13 billion to buy Generale. ABN AMRO finally established a small foothold in a Western European financial center in 1999, taking a 10 percent minority position in Italy's Banca di Roma. Late in the year it also purchased the Netherlands' fifth largest mortgage lender, Bouwfounds Nederlandse Gemeenten.

ABN AMRO's goal to become a powerful, full-service European bank had failed to materialize by the end of decade, yet the bank had charted considerable success by other measures. At the end of 1999 the bank had logged ten consecutive years of profit growth, with an overall rise of 40.6 percent that year, the highest since the two Dutch banks merged. However, concerns about maintaining profit growth surfaced as ABN AMRO entered the new millennium. Midyear of 2000, it announced a restructuring plan that divided operations into three client-based strategic business units: Consumer and Commercial Clients, Wholesale (Corporate) Clients, and Private Clients and Asset Management. It also outlined a plan to cut costs by closing full-service branches and investing in electronic Internet banking. The bank planned to eliminate about 10 percent, or 2,500 jobs from its Netherlands' workforce, and close 150 of its 900 branches over the next five years.

Heading up the restructuring was new ABN AMRO chairman and chief executive Rijkaman Groenink, a management board member who replaced the retiring Kalff in May 2000. Analysts depicted Groenink as more aggressive than his predecessor, and in the fall of 2000 two significant acquisitions were underway. The bank agreed to pay $825 million for New York-based Allegheny Asset Management. The move was an effort to remedy ABN AMRO's slim asset management business and lack of European investment channels to supplement underfunded government pensions. Allegheny managed about $45 billion in assets and the acquisition increased the bank's global assets under management to $155 billion. A month later ABN AMRO struck an agreement with National Australia Bank to buy U.S. commercial bank holding company Michigan National Corporation, based in Farmington Hills, Michigan. The $2.75 billion deal was again intended to bolster the Dutch bank's already solid banking franchise in the Midwest. Michigan National Corporation had assets amounting to $11.6 billion and its primary subsidiary, Michigan National Bank had 3,600 employees and 184 branches. ABN AMRO merged the bank with its Standard Federal holding.

Groenink painted a fuller picture of the changes coming later in the year when he reported a 21 percent decline in the bank's second-quarter profit for 2001. He said that ABN AMRO would not only monitor the growth of its corporate and investment banking but also look for a merger or an alliance, with Fortis as a possible candidate. Meanwhile, the bank continued to adjust its holdings to help cut costs and improve profits. To finance the acquisition of Allegheny and Michigan National, and focus exclusively on the Midwest, ABN AMRO sold New-York based European American Bank (EAB) to Citibank for $1.6 billion. It also reached agreement with Dutch rival ING Group to purchase the North American brokerage, corporate finance, domestic equities, and futures and options businesses of subsidiary ING Barings for $275 million. Late in the year the bank began divesting global units outside its home markets and business focus. Bank operations were sold in Sri Lanka, Morocco, Panama, Argentina, Kenya, Bahrain, Malaysia, the Philippines, and elsewhere. Yet the sluggish economy and terrorist attacks on the United States in September 2001 combined to produce disappointing year-end results. Revenues for 2001 rose only 2 percent to $16.8 billion (EUR 18.8 billion) and net profits dropped 24 percent to $2.8 billion (EUR 2.4 billion) excluding the sale of European American Bank and restructuring charges.

In 2002, the pullback in securities and investment banking business outside Europe continued. Only a year after acquiring ING Barings, ABN AMRO decided to close its U.S. equities and corporate finance operations in the United States, cutting 550 trading, research and back-office jobs. Analysts estimated these operations were losing $100 million a year, and bank officials admitted their U.S. operations were too small and weak to compete with the larger Wall Street firms. Meanwhile, bank closures in the Netherlands continued to move ahead with an announcement that it would shut down 250 more branches in the Netherlands by the year's end. The bank's assets management business suffered a blow after two of its high-profile fund managers left to work for a rival firm, but recovered to a degree when ABN AMRO Asset Management and Artemis Investment Management, both located in the United Kingdom, agreed to merge. The enlarged business operated under the Artemis name, but ABN AMRO maintained majority ownership.

A slow economy and ambitions to compete in U.S. corporate and investment banking caused ABN AMRO to stumble in the first years of the new millennium. Analysts praised the retreat from the U.S. markets, believing the Dutch bank was better suited to building securities and corporate brokerage business in Europe and Asia. ABN AMRO executives seemed to agree that a transition back to the profitable retail and commercial banking it was most familiar with made sense in the near term.

Principal Subsidiaries

ABN AMRO Asset Management Ltd.; ABN AMRO Bank NV; ABN AMRO Bouwfonds Nederlandse Gemeenten NV (50%); ABN AMRO Lease Holding NV; ABN AMRO North America, Inc.; Banco ABN AMRO Real SA (88%); LaSalle Bank NA; LaSalle National Corporation; Standard Federal Bancorporation.

Principal Competitors

Deutsche Bank; ING; Societe Generale; Credit Suisse; HypoVereinsbank.

Further Reading

"ABN AMRO and Artemis to Merge," Sunday Telegraph (London), June 16, 2002, p. 9.

"ABN-AMRO Digs in to Europe," The Banker (London), December 1996, p. 6.

"ABN AMRO in Takeover Spree," Euroweek (London), April 13, 1995, p. 1.

"ABN AMRO's Profit Falls," New York Times, February 23, 2001, p. W1.

"ABN AMRO Targets Latin American Bank," Mergers and Acquisitions, September/October 1998, p. 8.

"ABN AMRO to Close 2 Units in United States," New York Times, March 26, 2002, p. C4.

"AMRO and ABN Head for the Altar," Mergers & Acquisitions International, August 1, 1990, posted August 29, 2000, http://www .lexux-nexus.com.

Bakker, Tino, "Dutch Take the Fast Track," The Banker (London), April 1998, pp. 35-37.

"A Bank Ahead of Its Time," Forbes.com, posted June 14, 1999, http://www.forbes.com.

Burgess, Kate, "ABN AMRO Loses Two Top Fund Managers to Rival," Financial Times, April 3, 2002, p. 25.

Cowell, Alan, "ABN AMRO Shifts Focus Back to Traditional Banking," New York Times, August. 17, 2001, p. W1.

------, "Bank Expects Income to Fall," New York Times, October 24, 2001, p. W1.

Currie, Antony, "Enter Fortis--The Fourth Force," Euromoney (London), November 1996, pp. 65-68.

"Everyone Gunning for ABN-AMRO," Euromoney (London), October 1993, p. 64.

"Fortis Victorious in the Battle for Generale Bank," The Banker (London), July 1998, p. 7.

Gearing, Julian, "Meet My Protection: Bank of Asia Finds a Heavyweight Partner," Asiaweek.com, accessed June 24, 2002, http://www.asiaweek.com.

Hakim, Danny, "Europeans Buy 2 U.S. Money Managers," New York Times, October 19, 2000, p. C19.

Hansell, Saul, "Dutch Bank in $1.9 Billion Deal for S&L," New York Times, November 23, 1996, p. 31.

"History," ABN AMRO, accessed June 24, 2002, http://www.abnamro .com.

"History," MeesPierson, accessed June 24, 2002, http://www .meespierson.com.

Hoare, Michael, "Analysts Call for More Cuts at ABN," eFinancial News, posted April 2, 2002, http://www.efinancialnews.com.

Hobson, Dominic, "Dutch Treat," Asset International Online, posted March 1992, http://www.assetpub.com.

Hungry Dutch Bankers, United States Banker, April 1993, p. 31.

"Interview: Jan Kalff, Chairman, ABN AMRO," Euromoney (London), September 1995, p. 64.

Kantrow, Yvette, "ABN AMRO/Chicago Corp. Will Expand 'Significantly' in N.Y.," The Investment Dealers' Digest, October 2, 1995, p. 8.

Kapner, Suzanne, "Dutch Bank Says Profit Is Down 12%," New York Times, May 10, 2001 p. W1.

Kerr, Ian, "ABN AMRO Should Be Cautious in the U.S.," eFinancial News, posted April 15, 2002, http://www.efinancialnews.com.

Marshall, Jeffrey, "A Dutch Treat in America," U.S. Banker, April 1997, pp. 32-42.

Merrell, Caroline, "ABN to Shut 250 Branches as Profits Take a 42% Fall," The Times (London), April 30, 2002, p. 25.

"New Chief at ABN AMRO," New York Times, November 13, 1999, p. 2.

Pechter, Kerry, "Enjoying Dutch Treats," International Business, July 1993, p. 25.

Pohl, M., and S. Freitag, S., eds., "ABN AMRO Bank," Handbook on the History of European Banks, 1994, pp. 749-760.

Saigol, Lina, and Mary Chung, "Closure of U.S. Units Meets with Relief," Financial Times, March 26, 2002, p. 30.

Serenvi, Peter, "Uphill Struggle to Make Profits," Euromoney (London), May 2000, p. 18.

Sorkin, Andrew Ross, "ABN AMRO Set to Trim 10% of Work Force," New York Times, January 19, 2000, p. C4.

Van de Krol, Ronald, "Move Signals Bank's Expansionist Mood," Financial Times (London), July 17, 1991, p. 28.

------, "The Netherlands: Merger Pace Accelerates," Financial Times (London), September 4, 1991, p. 31.

Van de Krol, Ronald, and George Graham, "ABN AMRO Buys Complete Control of U.S. Bank," Financial Times (London), July 3, 1991, p. 24.

"World Banking: The New Landscape," Euromoney (London), December 1992, p. 58.

— Douglas Cooley


Wikipedia: ABN AMRO
Top
ABN AMRO Holding N.V.
Type Private (Partly in temporary public ownership)
Founded 1991
Headquarters Flag of the Netherlands.svgAmsterdam, Netherlands
Key people Gerrit Zalm (CEO)
Industry Financial services
Products Asset management
Commercial banking
Investment banking
Private banking
Retail banking
Operating income €2.6 billion (2009)[1]
Profit €2.7 billion (2009)[2]
Total assets €912 billion (June 2008)[3]
Owner(s) RFS Holdings (effectively Her Majesty's Government of the United Kingdom of Great Britain and Northern Ireland via majority ownership of the Royal Bank of Scotland Group), the Kingdom of the Netherlands and Banco Santander
Employees 102,556 (end 2007)[4]
Subsidiaries ABN AMRO Bank N.V.
Website www.abnamro.com

ABN AMRO is a Dutch bank, currently owned by RFS Holdings B.V., a consortium of Royal Bank of Scotland Group, the Government of the Netherlands, and Banco Santander. The bank was created as the result of the 1990-91 merger between Amsterdam-Rotterdam (AMRO) Bank and ABN, whose history dated back to the founding of the Nederlandsche Handel-Maatschappij in 1824.

Between 1991 and 2007, ABN AMRO was one of the largest banks in Europe and had operations in about 63 countries around the world.

In the biggest banking takeover in history, a consortium comprising RBS, Fortis, and Banco Santander[5] acquired ABN AMRO in 2007.

Due to the 2008 financial crisis, the Dutch government nationalised the divisions owned by Fortis, while the UK government is now in effective control over the divisions allocated to RBS due to its financial bail-out of the Scottish bank. The process of integrating some of ABN AMRO's divisions into the new owners, and divesting others, continues.

Contents

2007 acquisition of ABN AMRO

ABN AMRO had come to a crossroads in the beginning of 2005. The bank had still not come close to its own target of having an ROE that would put it among the top 5 of its peer group, a target that the CEO, Rijkman Groenink had set upon his appointment in 2000. From 2000 until 2005, ABN AMRO's stock price stagnated.

Financial results in 2006 added to concerns about the bank's future. Operating expenses increased at a greater rate than operating revenue, and the efficiency ratio deteriorated further to 69.9%. Non-performing loans increased considerably year on year by 192%. Net profits were only boosted by sustained asset sales.

There had been some calls, over the prior couple of years, for ABN AMRO to break up, to merge, or to be acquired. On February 21, 2007, the call came from the TCI hedge fund which asked the Chairman of the Supervisory Board to actively investigate a merger, acquisition or breakup of ABN AMRO, stating that the current stock price didn't reflect the true value of the underlying assets. TCI asked the chairman to put their request on the agenda of the annual shareholders' meeting of April 2007.

Events accelerated when on March 20 the British bank Barclays and ABN AMRO both confirmed they were in exclusive talks about a possible merger. On March 28, ABN AMRO published the agenda for the shareholders' meeting of 2007. It included all items requested by TCI, but with the recommendation not to follow the request for a breakup of the company.[6]

However, on April 18, another British bank, the Royal Bank of Scotland (RBS) contacted ABN AMRO to propose a deal in which a consortium of banks, including RBS, Belgium's Fortis, and Spain's Banco Santander Central Hispano (now Banco Santander) would jointly bid for ABN AMRO and thereafter break up the different divisions of the company between them. According to the proposed deal, RBS would take over ABN's Chicago operations, LaSalle, and ABN's wholesale operations; while Banco Santander would take the Brazilian operations and Fortis, the Dutch operations.

On April 23 ABN AMRO and Barclays announced the proposed acquisition of ABN AMRO by Barclays. The deal was valued at €67 billion. Part of the deal was the sale of LaSalle Bank to Bank of America for €21 billion.[7]

Two days later the RBS-led consortium brought out their indicative offer, worth €72 billion, if ABN AMRO would abandon its sale of LaSalle Bank to Bank of America. During the shareholders' meeting the next day, a majority of about 68% of the shareholders voted in favour of the breakup as requested by TCI.[8]

The sale of LaSalle was seen as obstructive by many: as a way of blocking the RBS bid, which hinged on further access to the US markets, in order to expand on the success of the group's existing American brands, Citizens Bank and Charter One. On May 3, 2007, the Dutch Investors' Association (Vereniging van Effectenbezitters), with the support of shareholders representing up to 20 percent of ABN's shares, took its case to the Dutch commercial court in Amsterdam, asking for an injunction against the LaSalle sale. The court ruled that the sale of LaSalle could not be viewed apart from the current merger talks of Barclays with ABN AMRO, and that the ABN AMRO shareholders should be able to approve other possible merger/acquisition candidates in a general shareholder meeting. However in July 2007, the Dutch Supreme Court ruled that Bank of America's acquisition of LaSalle Bank Corporation could proceed. Bank of America absorbed LaSalle effective October 1, 2007.

On July 23 Barclays raised its offer for ABN AMRO to €67.5bn, after securing investments from the governments of China and Singapore, but it was still short of the RBS consortium's offer. Barclay's revised bid was worth €35.73 a share — 4.3% more than its previous offer. The offer, which included 37% cash, remained below the €38.40-a-share offer made the week before by the RFS consortium. Their revised offer didn't include an offer for La Salle bank, since ABN AMRO could proceed with the sale of that subsidiary to Bank of America. RBS would now settle for ABN's investment-banking division and its Asian Network.

On July 30 ABN AMRO withdrew its support for Barclays’ offer which was lower than the offer from the group led by RBS. While the Barclays offer matched ABN AMRO’s “strategic vision,” the board couldn’t recommend it from “a financial point of view.” The US$98.3bn bid from RBS, Fortis and Banco Santander was 9.8% higher than Barclays’ offer.

Barclays Bank withdrew its bid for ABN AMRO on 5 October, clearing the way for the RBS-led consortium's bid to go through, along with its planned dismemberment of ABN AMRO. Fortis would get ABN AMRO's Dutch and Belgian operations, Banco Santander would get Banco Real in Brazil, and Banca Antonveneta in Italy and RBS would get ABN AMRO's wholesale division and all other operations, including those in Asia.

On October 9, the RFS consortium led by Royal Bank of Scotland, bidding for control of ABN AMRO, formally declared victory after shareholders, representing 86 percent of the Dutch bank’s shares, accepted the RFS group’s €70bn offer. This level of acceptance cleared the way for the consortium to take formal control. The group declared its offer unconditional on October 10, when Fortis completed its €13bn rights issue. Thus the financing required for the group’s €38-a-share offer, which included €35.60 in cash, was realised. Rijkman Groenink, Chairman of the Managing Board of ABN AMRO, who heavily backed the Barclays offer, decided that he would step down.[9]

Impact of the 2008 Financial crisis on the acquisition

RBS

On 22 April 2003 RBS announced the largest rights issue in British corporate history, which aimed to raise £12billion in new capital to offset a writedown of £5.9billion resulting from the bad investments and to shore up its reserves following the purchase of ABN AMRO.

On 13 October 2008, British Prime Minister Gordon Brown announced a UK Government bailout of the financial system. The Treasury would infuse £37 billion ($64 billion, €47 billion) of new capital into Royal Bank of Scotland Group Plc, Lloyds TSB and HBOS Plc, to avert financial sector collapse. This resulted in a total government ownership in RBS of 58%.

As a consequence of this rescue the chief executive of the group Sir Fred Goodwin offered his resignation, which was duly accepted.

In January 2009 it was announced that RBS had made a loss of £28bn of which £20bn was due to ABN AMRO.[10] At the same time the government converted their preference shares to ordinary shares resulting in a 70% ownership of RBS.

Fortis

On July 11, 2008, the CEO of Fortis, Jean Votron, stepped down after the ABN AMRO deal had depleted Fortis' capital.[11][12] The total worth of Fortis, as reflected by its stock value, was at that time a third of what it had been before the acquisition, and just under the value it had paid merely for the Benelux activities of ABN AMRO.[13]

Fortis announced in September 2008 that it intended to sell its stake in RFS Holdings, which includes all activities that have not been transferred yet to Fortis (i.e. everything except Asset Management).[14]

AAC Capital Partners

In 2008, ABN AMRO completed the sale of a portfolio of private equity interests in 32 European companies managed by AAC Capital Partners to a consortium comprising Goldman Sachs, AlpInvest Partners and CPP for $1.5 billion through a private equity secondary market transaction.[15][16]

Dutch government ownership

Continuing problems in the Fortis operations in the 2008 financial crisis led to the Dutch state obtaining full control (for €16.8bn) of all Fortis operations in the Netherlands, including those parts of ABN-AMRO then belonging to Fortis. The Dutch government and the De Nederlandsche Bank president have announced the merger of Dutch Fortis and ABN AMRO parts will proceed while the bank is in state ownership.[17]

In January 2009, it was reported that shareholders in Belgian-based Fortis plan to file a lawsuit against the Belgian government over its handling of the carve-up of the troubled financial services group and are also considering a case against the Dutch government. The initial outcome of the lawsuit favours the Dutch state.

ABN AMRO Financial Data

Financial Data
Years 2002 2003 2004 2005 2006
Sales net of interest €18.280mn €18.793mn €19.793mn €23.215mn €27.641mn
EBITDA €4.719mn €5.848mn €6.104mn €6.705mn €6.360mn
Net Result Share of the group €2.267mn €3.161mn €4.109mn €4.443mn €4.780mn
Staff 105,000 105,439 105,918 98,080 135,378
Source: OpesC'

Offices

See also

References

  1. ^ "2009 Half year results". http://files.shareholder.com/downloads/ABN/721358834x0x314396/21869c4c-f36b-464b-9192-88455f43fb01/Interim_Financial_Report_30_June_2009_250809.pdf. 
  2. ^ "2009 Half year report" (pdf). p. 7. http://files.shareholder.com/downloads/ABN/721358834x0x314396/21869c4c-f36b-464b-9192-88455f43fb01/Interim_Financial_Report_30_June_2009_250809.pdf. 
  3. ^ "2008 Half year results" (pdf). http://www.group.abnamro.com/common/download/download.cfm?companyid=ABN&fileid=237805&filekey=5a936b6f-308d-4f7f-a188-62eeaea31999&filename=ABN%20Half%20Year%20to%20June%2030%202008.pdf. 
  4. ^ "2007 Annual Report" (pdf). p. 7. http://www.group.abnamro.com/common/download/download.cfm?companyid=ABN&fileid=183491&filekey=3cc1e1a6-3247-4e01-ba33-1ffba9d41fe9&filename=ar2007en.pdf. 
  5. ^ "RBS-led group says gets 86% of ABN shares". Reuters. 2007-10-08. 
  6. ^ BBC NEWS | Business | Barclays in exclusive ABN talks
  7. ^ BBC NEWS | Business | Barclays agrees £45bn Dutch deal
  8. ^ BBC NEWS | Business | RBS woos ABN with £49bn bid plan
  9. ^ BBC NEWS | Business | Barclays abandons ABN AMRO offer
  10. ^ Banks shares crash on RBS £28bn loss
  11. ^ Fortis Suffers ABN Pain - Forbes
  12. ^ Mixed fortunes for the buyers of ABN AMRO - The Economist
  13. ^ Fortis chief executive out; chairman now faces shareholder anger - International Herald Tribune
  14. ^ Questions and Answers on the Fortis site
  15. ^ "Goldman group snags ABN AMRO unit." Pensions&Investments, August 12, 2008.
  16. ^ Discount offered to offload ABN Amro's Secondaries
  17. ^ It is likely that this new bank will continue to operate as 'ABN AMRO' because the assets of ABN AMRO are much larger than the assets of Fortis. Announcement of the Dutch Ministry of Finance

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