This
document shall not constitute an offer to sell or the solicitation of
an offer
to buy any securities, nor shall there be any sale of securities, in
any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification under the securities laws of any such
jurisdiction.
Cautionary
statement regarding forward-looking statements
This
announcement contains forward-looking statements. Forward-looking statements
are
statements that are not historical facts, including statements about
our beliefs
and expectations. Any statement in this announcement that expresses or
implies
our intentions, beliefs, expectations or predictions (and the assumptions
underlying them) is a forward-looking statement. These statements are
based on
plans, estimates and projections, as they are currently available to
the
management of ABN AMRO Holding N.V. (“ABN AMRO”). Forward-looking statements
therefore speak only as of the date they are made, and we take no obligation
to
update publicly any of them in light of new information or future
events.
Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could therefore cause actual future results to differ materially
from
those expressed or implied in any forward looking statement. Such factors
include, without limitation, the consummation of our proposed merger
with
Barclays PLC (“Barclays”); the completion of our proposed disposition of
LaSalle; the conditions in the financial markets in Europe, the United
States,
Brazil and elsewhere from which we derive a substantial portion of our
trading
revenues; potential defaults of borrowers or trading counterparties;
the
implementation of our restructuring including the envisaged reduction
in
headcount; the reliability of our risk management policies, procedures
and
methods; the outcome of ongoing criminal investigations and other regulatory
initiatives related to compliance matters in the United States and the
nature
and severity of any sanctions imposed; and other risks referenced in
our filings
with the US Securities and Exchange Commission. For more information
on these
and other factors, please refer to Part I: Item 3.D “Risk Factors” in our Annual
Report on Form 20-F filed with the US Securities and Exchange Commission
and to
any subsequent reports furnished or filed by us with the US Securities
and
Exchange Commission. The forward-looking statements contained in this
announcement are made as of the date hereof, and the companies assume
no
obligation to update any of the forward-looking statements contained
in this
announcement.
Additional
Information
The
offer
launched by the consortium of Fortis, RBS and Santander is under consideration
by the ABN AMRO boards. ABN AMRO will, in the near future but at the
latest by August 6, 2007, file with the US Securities and Exchange
Commission
a Solicitation/Recommendation Statement on Schedule 14D-9 and advise
the ABN
AMRO shareholders (i) whether it recommends acceptance or rejection of
such
offer, expresses no opinion and remains neutral toward such offer, or
is unable
to take a position with respect to such offer and (ii) the reason(s)
for its
position with respect to such offer. The ABN AMRO boards request the
ABN AMRO shareholders to defer making a determination on whether to accept
or
reject such offer until they have been advised of ABN AMRO’s position with
respect to the offer.
Barclays
has filed with the US Securities and Exchange Commission a Registration
Statement on Form F-4 which contains a prospectus. Barclays expects
to file with the US Securities and Exchange Commission amendments to
such
Registration Statement as well as a Tender Offer Statement on Schedule
TO and
other relevant materials. In addition, ABN AMRO expects that it will
file with the US Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9 and other relevant
materials. Such documents, however, are not currently available.
INVESTORS
ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL OFFER IF AND
WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors
will be able to obtain a free copy of such filings without charge, at
the SEC's
website (http://www.sec.gov) once such documents are filed with the SEC.
Copies
of such documents may also be obtained from Barclays and ABN AMRO, without
charge, once they are filed with the SEC.
The
publication and distribution of this document and any separate documentation
regarding the intended Offer, the making of the intended Offer and the
issuance
and offering of Barclays ordinary shares may, in some jurisdictions,
be
restricted by law. This document is not being published and the intended
Offer
is not being made, directly or indirectly, in or into any jurisdiction
in which
the publication of this announcement and the making of the intended Offer
would
not be in compliance with the laws of that jurisdiction. Persons who
come into
possession of this announcement should inform themselves of and observe
any of
these restrictions. Any failure to comply with these restrictions may
constitute
a violation of the securities laws of that
jurisdiction.