A consortium led by Royal Bank of Scotland PLC said Tuesday it will launch a hostile bid of $95.5 billion for ABN Amro, topping a friendly offer from Barclays PLC and pressing Bank of America Corp. for control of the Dutch bank's U.S. arm.
The offer by the RBS group is for 38.40 euros ($51.59) per share of ABN Amro Holding NV, mostly in cash. It is at least 10 percent more than Barclays' all share offer worth 34.69 euros ($46.59) at current levels. ABN Amro's shares fell 0.6 percent to 35.87 euros ($48.19), suggesting serious investor doubts about which deal will prevail.
Either bid, if successful, would be the largest in the history of the financial industry.
"We believe we have a particularly comprehensive strategic fit in all of the main markets in which ABN Amro is operating," RBS Chief Executive Fred Goodwin told investors at a conference in London, arguing that the consortium was a better fit than Barclays to invest in and expand ABN's businesses in the future. "We are tall and deep, and they are wide and thin," he said.
ABN Amro's management has separately agreed to sell its U.S. arm, Chicago-based LaSalle Bank Corp., to BofA for $21 billion (15.5 billion euros), with the proceeds going to Barclays as part of its takeover deal. That sale, struck while the consortium bid was on the horizon, was widely seen as a poison pill measure, since RBS's primary interest is in LaSalle.
The offer announced Tuesday is contingent on the LaSalle sale not going forward.
A Dutch court has frozen the sale of LaSalle, saying ABN Amro's management overreached by attempting to sell it without shareholder approval; but BofA has filed suit in a U.S. federal court, saying its purchase contract is enforceable under U.S. law.
An ABN Amro spokesman said Tuesday it had received the consortium's offer but declined to comment further.
The Netherlands' Supreme Court is to issue a decision on an appeal of the sale freeze in July. But now that a prospective offer from RBS is on the table, ABN's shareholders may override the company's management and call for a meeting in 30 days to voice their preference on the LaSalle sale or either offer.
The first hearing in the U.S. case is scheduled for June 15.
Goodwin said the consortium has held "amicable" talks with Bank of America to find a compromise, but they have so far been unsuccessful.
The offer reserves 1 euro ($1.35) in cash per ABN share, or around 1.85 billion euros ($2.49 billion) to pay potential claims or a settlement to BofA.
"We think this is the neatest and most straightforward way of addressing the issues that arise, whatever they may be, in relation to LaSalle," Goodwin said.
RBS and its partners gave details on how they would divvy up ABN and finance the massive transaction. RBS, overseeing the process, would pay 27.2 billion euros ($36.5 billion) to buy LaSalle and ABN's investment banking businesses. To fund that, it would issue 15 billion euros ($20.2 billion) in new shares to ABN Amro shareholders — the non-cash portion of the consortium's offer — and raise 6 billion euros ($8.1 billion) more in debt.
Fortis NV of Belgium would pay 24 billion euros ($32.2 billion) for ABN's Dutch operations and asset management business, funding it by a 15 billion euros ($20.2 billion) share issue and taking on 5 billion euros ($6.7 billion) in debt.
The purchase cost is more than half of Fortis's current market capitalization of 44 billion euros ($59 billion). Fortis shares fell 0.8 percent to 31.02 euros ($41.67) Tuesday, continuing a sharp decline that began in April on the potential dilution.
"We have a pretty good view that this is doable" from both a financial and regulatory viewpoint, Fortis Chief Executive Jean-Paul Votron said Tuesday.
Banco Santander Central Hispano SA of Spain would buy ABN's Italian and Brazilian operations for 19.9 billion euros ($26.7 billion), raising up to 10 billion euros ($13.4 billion) with an issue of shares or convertible bonds.
While Barclays CEO John Varley has said the consortium offer amounts to a "carve up" of ABN, Goodwin countered that the consortium's division was a "blindingly obvious" one and that the banks "together expect to deliver benefits for ABN AMRO shareholders which they believe no single buyer of ABN AMRO could match."
He also rejected claims by ABN Chief Executive Rijkman Groenink that the consortium deal was more risky, saying it was actually less risky because each member will have less to swallow, and will be more expert in each of ABN's markets.
Goodwin said fewer jobs would be lost or outsourced in the consortium offer than the 24,000 projected by Barclays and ABN in their agreement.