RBS moves step closer to ABN Amro
August 9, 2007 - 0:0
BRUSSELS (Guardian) -- A Royal Bank of Scotland-led consortium Monday moved closer to clinching a €71bn (£48bn) deal for Dutch bank, ABN Amro, after Fortis, a member of the group, won more than 90% backing from Belgian and Dutch shareholders for the bid at meetings in Brussels and Utrecht.
Fortis is slated to take over a third of ABN, mainly its Dutch operations, under the consortium offer which is worth 10.4% more than the €63.7bn bid from rival Barclays, formally launched today. The Barclays bid, which was approved by the European commission, is also worth less than the cash element alone in the RBS offer.In Utrecht 96% of shareholders backed both Fortis's participation in the transaction and the board's proposal for a €13bn rights issue to fund its €24bn share of the consortium bid. Earlier, 95.5% in Brussels backed the overall deal and 93.5% supported the capital-raising as a mooted rebellion by hedge funds failed to materialize. Turnout was 35% in Brussels and 39% in Utrecht.
Fortis is worth just €37b, prompting one analyst to describe the rights issue as ""gargantuan"". Count Maurice Lippens, Fortis chairman, told several hundred shareholders at the first extraordinary meeting in Brussels: ""Joining forces with ABN has its advantages but of course it also has its price. The €24bn that Fortis is putting on the table is, of course, a very large amount of money. Quality has its price.""
The management board had been confident of winning shareholder approval but feared a blocking vote from hedge funds which bought up to 40% of the equity ahead of the meetings. They had been thought likely to derail the bid in order to boost Fortis's shares which have fallen 19% and dropped a further 1.5% on fears of diluted profits.
Count Lippens hailed the dual outcome as a massive vote of trust after assuring small investors their interests would be catered for despite admitting that the bank's main focus was on international institutions.
Both he and Jean-Paul Votron, chief executive, insisted that the deal would boost Fortis earnings per share by at least 4% a year and deliver €1.3bn in synergies by 2010 at a one-off cost of €1.5b, mainly from redundancies for thousands of ABN staff in Holland. ""The deal will accelerate our international growth strategy and increase profits,"" Mr Votron said.
Barclays shares rose just 2p to 681p as relief from investors that the British bank's chances of winning the bid battle are receding, was tempered by renewed anxiety about the outcome. If its bid, still favored by some ABN directors, fails, the group could become a takeover target itself.
ABN Amro shares rose 0.7% to €35.29 while RBS, which welcomed the Fortis votes, saw its shares fell 1% to 569.5p. RBS investors meet on Friday, while shareholders in Spain's Santander, another member of the consortium, have already approved the takeover bid. ABN said it would hold an extraordinary meeting of shareholders in Rotterdam on September to discuss the rival bids. Publishing its 449-page offer document today, Barclays confirmed that fees for the army of legal, accounting, public relations and other advisors working on the deal for both Barclays and ABN would reach £311m, if the merger was successful. ""Some of these costs are payable regardless of whether the merger is completed,"" the document added. A spokesperson for RBS said comparable advisory fees for the consortium's bid were £175m.
Barclays has waived a break fee triggered by ABN's withdrawal of its recommendation for the merger. However, the fee remains payable if ABN ditches Barclays in favor of the RBS consortium