Filed
by
ABN AMRO Holding N.V.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14d-9
of
the Securities Exchange Act of 1934
Subject
Company:
ABN
AMRO
Holding N.V.
Commission
File Number: 001-14624
(This
message has been sent to all ABN
AMRO Group staff worldwide.)
Dear
colleagues,
We
received a proposed offer
yesterday from the consortium of Royal
Bank of Scotland, Santander and Fortis. Many of you will have read the proposed
offer or seen coverage in the media, and many of you undoubtedly have questions.
What's
changed is that there are now two
proposed offers on the table – the one from Barclays
and the one from the consortium. The
difference between them at this point is that the Barclays offer is agreed
with
ABN AMRO and recommended by the Managing Board and Supervisory
Board.
Both
Boards will now
carefully consider the consortium's 49-page proposed offer and examine its
implications for ABN AMRO, our shareholders and all other
stakeholders.
Today's
press
release also mentions
that three Supervisory
Board members are now part of a 'Transaction Committee' and will liaise with
the
Managing Board, key staff and advisers on all matters regarding the recommended
offer by Barclays and the proposed offer by the consortium. Needless to say,
all
three are thoroughly versed in these developments and have already been working
closely with the Managing Board on them. I'm confident that the Transaction
Committee will add value to this complicated process, providing shorter lines
of
communication and decision-making, all within our corporate governance
structure.
Although
the
consortium's proposed offer finally provides more clarity, the uncertainty
is
far from over. A critical element remains the future of LaSalle, to be decided
by a Dutch Supreme Court ruling and a possible Extraordinary General Meeting
of
Shareholders (EGM). An additional next step will include a Fortis EGM (required
to approve their proposed equity issue) and any potential EGMs held by the
other
consortium banks. The specific timing of these events is unknown, but most
are
expected to take place between the end of June and August.
I'd
like to mention the feedback I've
received that some colleagues are frustrated at not being pre-informed about
developments. Although I can certainly understand this frustration, legal
constraints simply dictate that I can't inform you before the information
is
within the public domain. I do hope you understand and realise that the BU
heads
and I do our best to give you the most up-to-date information with the aim
to
alleviate your uncertainties.
All
of us at every level of the
organisation are experiencing this uncertainty in different ways, but one
thing
we all have in common is our dedication to our clients and business. I hope
you
are as inspired as I am to hear about the unfaltering good work so many of
us
are doing, which is translating into revenues for the bank and satisfaction
for
our clients.
Keep
up the good
work!
Kind
regards,
Rijkman
Groenink
Chairman
of the
Managing Board