28 September 2007 - Fortis, RBS and Santander announcement regarding
US regulatory matters
On 21 July 2007, Fortis, RBS and Santander (collectively, the
"Banks") formally launched their offer, through their acquisition
vehicle RFS Holdings, for ABN AMRO (the "Offer"). The Banks have
since announced a number of developments regarding the Offer,
including the obtaining of certain shareholder and regulatory
approvals. The following announcements are made in order to comply
with US regulatory requirements.
As contemplated by the Offer documentation, RFS Holdings hereby
announces that it reserves the right (but is not obligated) to waive
the minimum acceptance condition to the Offer (as further specified
in the Offer documentation, the "Minimum Acceptance Condition") after
expiration of the Offer in the event that the number of ABN AMRO
ordinary shares validly tendered and not properly withdrawn in the
Offer, together with all ABN AMRO ordinary shares held by RFS
Holdings, represents not less than a majority of the issued and
outstanding ABN AMRO ordinary shares, calculated on a fully diluted
basis. This announcement does not constitute a waiver of the Minimum
Acceptance Condition itself.
The Offer will remain open for acceptances until 3pm Amsterdam time
(9am New York City time) on 5 October 2007, unless the initial offer
period is extended. Withdrawal rights will terminate following the
expiration of the Offer. ABN AMRO shareholders who already have
tendered their ABN AMRO ordinary shares in the Offer but whose
willingness to tender will be affected by a waiver of the Minimum
Acceptance Condition should withdraw their tenders immediately or in
any event before the expiration of the Offer.
On 19 July 2007, RFS Holdings received confirmation from the U.S.
Federal Trade Commission that its request for termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the ''HSR Act'') had been granted in relation to
its acquisition of ABN AMRO, thereby satisfying condition (g) of the
Offer insofar as it relates to the application of the HSR Act to the
acquisition of ABN AMRO. RFS Holdings hereby announces that it will
not have obtained, prior to the expiration of the Offer, approval
under the HSR Act for the proposed reorganization of ABN AMRO
following completion of the Offer and hereby waives its right to
invoke the relevant clause of condition (g) to the Offer as a result
of not having obtained this approval. Notwithstanding the foregoing,
RFS Holdings retains its right (but is not obligated) to invoke the
remainder of condition (g) in case it shall not have been waived or
satisfied.
Copies of the offer documents and of documents incorporated by
reference in the offer documents may be obtained free of charge,
subject to the same restrictions as apply to the offers, by
contacting the Dutch exchange agent or the global information agent
at the addresses and telephone numbers below.
The Dutch exchange agent: The global information agent:
Fortis Bank (Nederland) N.V. D.F. King & Co., Inc.
Rokin 55 2 London Wall Buildings, 2nd Floor
1012 KK Amsterdam London Wall, London EC2M 5PP
The Netherlands United Kingdom
Tel: +31 20 527 24 67 European Toll Free Help Line: 00 800
5464 5464
48 Wall Street, 22nd Floor
New York, NY 10005
United States
North American Toll Free Help Line: 1
(800) 848 2998
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Important Information
This announcement is made pursuant to article 9b(1) of the Dutch
Decree on the Supervision of the Securities Trade 1995.
In connection with the offer for ABN AMRO, RBS has filed with the
U.S. Securities and Exchange Commission (the "SEC") a Registration
Statement on Form F-4, which includes a preliminary version of the
prospectus, and the Banks have filed with the SEC a Tender Offer
Statement on Schedule TO and other relevant materials. The Form F-4
has not yet become effective. INVESTORS ARE URGED TO READ ANY
DOCUMENTS REGARDING THE OFFER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors may obtain a copy of such documents without
charge, at the SEC's website (http://www.sec.gov/). Copies of all
documents filed in connection with the offer may also be obtained
from each Bank, without charge.
This communication 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.
This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United
States except pursuant to registration under the U.S. Securities Act
of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain "forward-looking statements".
These statements are based on the current expectations of the Banks
and are naturally subject to uncertainty and changes in certain
circumstances. Forward-looking statements include any synergy
statements and, without limitation, other statements typically
containing words such as "intends", "expects", "anticipates",
"targets", "plans", "estimates" and words of similar import. By
their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the presence of a
competitive offer for ABN AMRO, whether the Banks and ABN AMRO enter
into any definitive agreement with respect to the potential
acquisition of ABN AMRO, satisfaction of any conditions to the offer,
including the receipt of required regulatory and anti-trust
approvals, the successful completion of the offer or any subsequent
compulsory acquisition procedure, the anticipated benefits of the
offer (including anticipated synergies) not being realized, the
separation and integration of ABN AMRO and its assets among the Banks
being materially delayed or more costly or difficult than expected,
as well as additional factors, such as changes in economic
conditions, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation and government
actions. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking
statements. None of the Banks undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
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Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis
S.A./N.V., Rue Royale 20, 1000 Brussels, Belgium
The Royal Bank of Scotland Group plc, Head Office, Gogarburn,
Edinburgh EH12 1HQ, UK. Registered Office, 36 St Andrew Square,
Edinburgh EH2 2YB. Registered in Scotland No 45551
Banco Santander, S.A., Ciudad Grupo Santander, Avenida de Cantabria,
s/n, 28660 Boadilla del Monte, Madrid, Spain
