Barclays withdraws Offer for ABN AMRO

Well, another story begins to end. See the ABN AMRO Press Release that outlines that Barclays withdraws Offer for ABN AMRO.

ABN Amro employees don't wish to be sold out to bidders...

See the RTL news that outlines that a huge ABN AMRO survey outlines that 55 % wishes ABN AMRO to be independent. And 39 % chooses Barclays over 6 % Fortis. So the labour unions will now ask the ABN AMRO Board of Directors to conduct an investigation into that independent scenario.

Again, we should recognize that even ABN AMRO employees may not have the full overview and details on the new situation and the mergers. They oppose to being split up. And I was just going to link to the ABN AMRO investor relations website to illustate that ABN AMRO has repeatedly split up and reorganised itself over the past years (without a lot of succes). And all the time the employees representatives did not ask their Board to self-reflect on the wisdom of such actions. But now they do oppose to outsiders that will do exactly the same.

Too bad that I can't make the whole argument right now, as the ABN AMRO investor relation website is completely down... ... which makes me wonder: would there be a silent take-over going on ... beginning as we speak with the website....?

How socialist save the capitalist ABN AMRO for Barclays...:

This week it appears as if everyone understands and has an opinion on mergers and takeovers in the financial markets. Members of provincial representative fora voiced their opinion that they thought ABN AMRO should not be sold to the consortium as that would incur too much risks. And similar tidings/thoughts come from the left-wing socialist party (former mao-ists) that even want to discuss the takeover stuff with the Minister of Finance (before the moment where he provides his statement of no-objection....).

While I myself know that the complexity of such a takeover is so huge, that one wouldn't want to consider meddling with it (let alone voice an opinion) it is intruiging to note in this analysis that left wing socialists now help out Mr Groenink in keeping an executive seat with the Barclays combination. Analyst Jeroen de Boer actually calls this a devils' pact.

It's a bit of media-logics here. A lot of people, representative organisations or politicians seek attention. So they choose a news topic (such as ABN AMRO) and then device an angle to ride-along on the news wave and be connected to the issue. One of the nicest examples in this respect: the organisation for the gay voiced their opinion on the merger and outlined that ABN AMRO should continue their gay-friendly policies. Completely off topic and highly irrelevant to the takeover debate, but absolutely brilliantly done.

Ministry of Finance does not object to takeover of ABN AMRO by Barclays

An important formal step; a statement by the Ministry of Finance that they have no objections as to the Barlays takeover has today been taken. See the released statement (in Dutch) here and do note that this does'nt mean that the RBS consortium would not get a similar statement. I'm pretty sure RBS, Fortis and Santander will also get a statement of no-objection.

By the way, the statement comes with quite a wish-list of conditions for Barlays and it is countersigned by the central bank (on the request of the ministry of finance). Although the formal remark is 'notwithstanding the institutional responsibilities' it remains strange that the responsible Minister would want his advisor to sign his statement as well. So it does look a bit as if the Ministry of Finance is leaning quite a bit on the central bank expertise. Or, less poetic, in the case things might go wrong, it will also be the central bank that has to take part of the blame.....

Fortis shareholders agree to share emission and ABN AMRO takeover

BNR Nieuwsradio reports that today the Fortis shareholders agreed to a share emission and to the ABN AMRO take-over. So ABN AMRO then published a statement that as of tomorrow there will be two competing bids on the table. One from Barclays and the other from the consortium with Banco Santander, Royal Bank of Scotland and Fortis.

And ABN AMRO also announced that it intends to hold an informative Extraordinary General Meeting of Shareholders on 20 September 2007 at 10:30 in 'de Doelen' in Rotterdam to discuss the offer by Barclays and by the Consortium of RBS, Santander and Fortis. The agenda items for that meeting will include a background to the public offers on all outstanding shares of ABN AMRO by Barclays and the Consortium, and the reasoned opinions of the Managing Board and Supervisory Board on those offers and the alternatives considered.

Quite an interesting meeting that will be.....

PS. Meanwhile today, the European Commission also cleared the merger between Barclays and ABN AMRO. So would the consortium get them to clear their initiative as well?

DNB helps ABN AMRO by withdrawing supervisory action

See the newssite nu.nl to find out that DNB has withdrawn its supervisory measures with respect to ABN AMRO (see also the previous post and explanation here). In doing so they release ABN AMRO of a grip that would have otherwise also been a burden to the new buyer(s) of ABN AMRO.

This new buyer could well be the RBS-consortium. Rumour in the Dutch press has it that even ABN AMRO itself is now slowly distancing itself from Barclays (who announced this week that they would draw in some Chinese banks to increase their bid). But then again, Mr Groenink also suggested that the RBS bid would have been based on incorrect and old data of the wholesale market for ABN AMRO. To which the consortium replied by explaining that it was ABN AMRO who had given that data in the first place....

Meanwhile pension funds massively regain ownership of their Fortis shares that hey leased out to equity funds. This is all in order to prevent them to bid/choose wrongly during the shareholders meeting of Fortis. So the thing that might happen is that those funds would block a sale to the consortium by blocking the Fortis shareholder vote.

Well, that's the workings of a free market in all its beauty..... ;-)

VEB-shareholders withdraws request to replace board/commissioners ABN AMRO

In the news at BNR Nieuwsradio is the news that the association of shareholders (VEB) withdrew its request to appoint three independent commissioners at ABN AMRO to ensure a proper bidding procedure. This comes after further discussions with ABN AMRO and after having received some further assurances as to the way in which ABN AMRO will judge the two bids.

The request to do a further investigation if there was no mismanagement still stands though, so the court stuff is not entirely over.

RBS-Fortis-trio raises bid for ABN Amro to 71,1 billion euro with 93 % in cash

See the article here where it is described that the Fortis trio will keep its bid at 38,40 euro per share, even when there's no more LaSalle. Analists generally appreciate the offer, the share price for ABN AMRO now rises. Yet there is the condition that ABN AMRO should not sell any more assets.

Of course ABN AMRO is now studying the offer. Which contains the condition that ABN AMRO should not liquidate any further major assets. But ABN AMRO may still also decide to sell Banco Real (no share-votes required, as we now know), thus making themselves unattractive to Banco Santander as well....

To be continued...

Supreme Court allows LaSalle sale: RBS consortium renews bid and another court case for ABN AMRO underway

Friady the 13th turned out to bring bad luck for shareholders association VEB (making it a lucky day for ABN AMRO). The Dutch Supreme Court overturned a previous decision of the Enterprise Court (that blocked the LaSalle sale). And BNR reports that the RBS consortium is now considering to renew their bid for ABN AMRO (not counting in LaSalle).

Meanwhile the labour unions and the Personell Board of ABN AMRO ask Barclays the same committment as was given by the RBS Consortium: no forced resignations/labour cuts. But while the RBS Consortium dares give this assurance, Barclays only wishes to quickly specify its plans (refusing to give a job guarantee).

Add to this that the the Barclays payment for ABN AMRO shares will be done largely in their own shares, as opposed to the cash offer by the RBS consortum, and the picture becomes quite clear. The RBS Consortium know what they're doing and see added value to their businesses. As such they are willing to bet serious money on it and lend money in the market for this pro-active bid. Barclays is not willing to bet externally funded money on it and will mostly try to recoup its money by cost/labour savings of the new combination.

The bidding game is not to end quickly by the way; new court cases and filings are underway where shareholders, personell board ABN AMRO and labour unions will join hands to petition an investigation into the policies of ABN AMRO management and board of supervisors. So the whole bet is going to last beyond a long hot summer.

Barclays offer delayed while Fortis personell board agrees

See the ABN AMRO Press Room for an update that outlines that Barclays will be filing the required reports a bit later. This is due to the regulatory processing at AFM. But it comes in handy as it now delays the final moment to offer documentation to after the verdict of the Supreme Court.

Meanwhile the Fortis Personell Board has given a positive advice as to the further next steps in the bidding of Fortis.

And those who go down the Dutch streets will see bill boards and ads all over the place. A part of it is from Rabobank, and says: We remain the same as always. And another part is by ABN AMRO and states that whilequite some things will change, their service will remain the same.

Trade unions denounce governance and management policy ABN AMRO in petition to enterprrise court

See the nrc article here which outlines that the trade unions denounce the policies of board and management of ABN AMRO. This vision is identical to that of the association of shareholders (VEB) and just as the VEB the trade unions request an investigation into the board and management policy and governance at ABN AMRO. Their argument is that by selling of LaSalle, the board didn't properly take into account that the RBS-constortium does give an employement guarantee, while Barclays does explicitly not give such a guarantee.

By requesting the enterprise court to hold an investigation into the ABN AMRO policies, VEB and trade unions have used on of the few approaches available that will allow the Enterprise Court to uphold its previous verdict in the LaSalle case (obligation not to sell) yet on different grounds (bad governance). So it's look as if its going to be a long hot summer after all...

Mixed legal advice on ABN AMRO verdict of Enterprise court

The advice of the attoreny general ni the ABN AMRO case is that article 2.8 of our civil law book cannot be used to deny ABN AMRO the right to sale LaSalle. In that respect the previous court ruling was incorrect. The advice does continue however, stating that it leaves open the question whether or not the ABN AMRO board acted unlawful/unreasonable towards its shareholders, given the desire of the RBS consortium to also buy ABN AMRO.

My guess, if anything, is that the supreme court in the Netherlands may thus rule that the initial verdict of the enterprise court was article-wise wrong, but morally and in a broader legal sense right.

ABN AMRO share price drops as attorney general will advise supreme court tomorrow

The Het Financieele Dagblad outlines that tomorrow the attorney general will advise our supreme court on the disputed ABN AMRO sale of LaSalle.

Meanwhile the ABN AMRO shareprice drops from € 34.9 to € 34.4. Fortis rises from € 30,71 to € 30,90. And Barclays is opening 715 and now at 714.5. Meaning that Barclays still has the better odds?

Perhaps not so much after tomorrow...

Previous ING/ABN AMRO merger talks: ING refused Groenink board-seat

Het Financieele Dagblad has some further news on the merger discussions between ING and ABN AMRO in 2006/early 2007. Apparently Groenink was denied a seat on the merged board. And ING did not wish to pay more than 31 euro a share. And after that ABN AMRO turned to Barclays, with Groenink most likely being anxious not to demand a prime role in the board....

Third (employee driven) scenario coming up for ABN AMRO as a solo company...

See the news in De Financiële Telegraaf that outlines that the employees of ABN AMRO sent a letter to its management to consider a third option in the take-over discussion. This would be that ABN AMRO continues as itself, without any daugthers at all. Some politicians have immediately backed this plan and stated that ABN AMRO management should very seriously discuss this option and asks its shareholders what they think about it. Meanwhile Fortis, RBOS and Santander speed up their offer, in order to make an even more convincing case.

Bank of Amercia sued for blocking take-over ABN AMRO

So everybody is suing everybode. Some news:
- the Dutch hight court will rule in July on the sale of LaSalle,
- a US court has decided not to deal with a Bank of America law suit, pending the Dutch trial
- and some Dutch shareholders are completely fed up with Bank of America and now take BoA to court.

Web-parody on ABN AMRO take-over may lead to yet another court case...?

On this Buro Renkema webpage with the Dutch title: 'taken by the bank', there is an interactive animation that makes fun of the ABN AMRO take-over. It shows a flash animation with choices for: balance enquiry, savings, securities and payments. There are a number of funny items in the animation:
- a systems check in the beginning,
- the name of the bank keeps on changing to include merger partners as well as the bank of africa,
- the savings applications ridicules outsourcing to other countries,
- the securities choice implies that you don't need experience to invest in shares
- the payments application asks the customer to choose what the payment is for (daily goods, etc), states that the annual shareholder meeting wants to know if this is really necessary and upon the yes says: fine if you want to buy it but not with our money,
- an ending that says: new name: Rijkman Groenink Bank; you save, we grab.

The animation is out on the web since May 15, but only now has hit the radar of national news. And ABN AMRO has formally demanded the makers to get rid of the animation as it considers it to be unnecessarily grieving. Which is an interesting line of thought in a situation where regardless of the outcome of biddings, the losing CEO takes a lot of money home (which could be viewed as a bit grieving towards shareholders or customers..?)

Well, with so many court cases in the air, why not add this one to the list. More in particular as the case of: The bigger they are, the harder they fall...?


Update June 11: Nu.nl reports that ABN AMRO will not pursue litigation. Most likely as a result of all the media and weblog attention and the fact they had a weak case in the first place.

Another letter to ABN AMRO employees from Mr Groenink

With the Commissioners now in the driving seat Management Team reports that Mr Groenink has sent yet another letter to his employees. In this he asks understanding for the ongoing uncertainty with respect to the companies future. He explains that the LaSalle future/sale is crucial to the discussion, as well as the High Court rulings. Which means that the story will have some ending in a period between end of June and August...

More cynically one could argue that Groeninks role has been reduced to PR, writing letters to employees, while the real stuff happens elsewhere....

May 30: Parliament to debate status of ABN Amro merger/takeover

Het Financieele Dagblad reports that next week the Dutch Parliament will further discuss the ABN AMRO case.

ABN AMRO's Supervisory Board steps in with Transaction Committee

ABN AMRO announces that in response to the bid of the Consortium, the Supervisory Board has formed a Transaction Committee (the "Transaction Committee") composed of the members of the Special Committee, being Arthur Martinez, chairman of the Supervisory Board, André Olijslager, vice-chairman of the Supervisory Board and Rob van den Bergh.

The Transaction Committee will liaise with the Managing Board and key staff and advisers of the Bank on an ongoing basis on all matters with respect to the recommended offer by Barclays Plc. for ABN AMRO as announced on 23 April 2007 and with respect to the proposed offer as announced on 29 May 2007 by the Consortium of Royal Bank of Scotland, Banco Santander and Fortis.

Of course it is a sensible thing to install such a Committee. But why throw in a press release or such an obvious thing. It does seem to reflect that the Commissioners at ABN AMRO may be getting scared that they may be held partially responsible if things go wrong. Or perhaps they are just being transparent...