Early spring this year saw a remarkable takeover battle between a few major banks in Europe. The Dutch major bank ABN Amro, the largest bank in the Netherlands, has become subject of a fierce fight for control by the British Barclays at one hand, and a consortium of three banks at the other. The last ones are the Royal Bank Of Scotland, the Belgian-Dutch Fortis and the Spanish Banco Santander.
It all started with a letter sent by an activist investment funds, The Children’s Fund, to the management board of ABN Amro in February this year. It demands a break-up of the bank and a sell off of its assets in order to increase the shareholders’ value. Although ABN Amro’s chief, Rijkman Groenink, brushed off the claim by the activist funds, it has triggered the bank to do something. Under Groenink´s rule ABN Amro has shown poor performances over the past seven years, and it is now feeling the heat from discontented shareholders.
It looks much like a panic reaction when ABN Amro unexpectedly announced a full merger with the British Barclays in March. The tie-up will turn ABN and Barclays in one blow into one of the top three leading financial institutions in the world. The British bank offers 67 billion euros, mainly in shares, while it generously agrees to move the headquarters from London to Amsterdam.
So, have Rijkman Groenink and Barclays’ chief John Varley struck an outstanding deal for themselves? If they are in a victorious mood, it is however short lived. Following their announcement, a consortium of banks express their interest in ABN Amro as well. The consortium that is led by the Royal Bank of Scotland is keen to buy and break up ABN Amro into parts. The Scottish bank, which is a key rival of Barclays in the UK, is in particular interested in LaSalle, the US subsidiary of ABN Amro. Since it fits into its chairman Fred Goodwin’s ambition to further expand its operations in the US.
Fortis, that ranks number four in Holland, wants to take a predominant market position by the takeover. If it manages to buy ABN´s operations, than Fortis will become the largest bank in the Netherlands. As about Banco Santander, the Spanish have set their eyes on ABN Amro’s operations in Brazil. The consortium says that it is willing to pay 71 billion euros for ABN Amro. This offer, mainly in cash, is superior to that of Barclays. It has become a serious threat to ABN Amro and Barclays’ merger deal.
Rijkman Groenink who favours a tie-up with Barclays is not amused by this hostile bid from the consortium. In order to outmanoeuvre it, ABN Amro announced in April that it has agreed to sell LaSalle to Bank of America for 21 billion US dollars. It is a cunning move from Groenink who knows that, once LaSalle is no more part of the deal, the Royal Bank of Scotland may abandon the bid and thus making the consortium to falter.
Have ABN Amro gotten away with this? The answer was yes, had there been no incidents at its annual shareholders meeting in Amsterdam April last. Some shareholders got furious when the management board declined to discuss the consortium’s counter offer. Also, they are unhappy about the fact that they are not heard on the sale of LaSalle.
Peter Paul de Vries, who is the chairman of the Dutch association of shareholders, takes the lead in the protest. He climbs up to the stage and seizes the microphone but is quickly dragged away by the security. The scene only shows how high the emotions have run. Affected by the loud protests the emotional Groenink almost on his knees was begging the shareholders to take the deal with Barclays. But to no much avail.
Peter Paul de Vries takes the case to the court claiming that the sale of LaSalle by the management is illegal, as it has no prior approval from the shareholders. The conflict between the bank and the shareholders is getting personal as Peter Paul is determined, not only to undo the LaSalle deal, but also to topple ABN Amro’s chief Rijkman Groenink as he beliefs that the last one is not acting to the best interests of the shareholders.
In June a Dutch court decided that ABN Amro’s selling of LaSalle was illegal without prior consent from the shareholders. Groenink, however, appealed successfully as the Dutch Supreme Court overturned the previous decision by the lower court. In early August the consortium pressed ahead by launching an official bid, no matter LaSalle was part of the deal or not. It is now up to the shareholders to speak out on the fate of ABN Amro.
Behind the scenes of this fight for controlling ABN Amro there is a struggle between a few powerful and ambitious men. Rijkman Groenink who is keen to save his damaged reputation by finding a safe refuge for ABN Amro in the hands of Barclays. Fred Goodwin, the chief of the Royal Bank of Scotland, feared by many because of his reputation as “Fred the Shred”, has set his teeth upon ABN’s LaSalle and is not likely to give up. And Peter Paul de Vries, who has a reputation of being a knight crusader, fights relentlessly for the interests of the shareholders. The question is who will come out as winners from this bitter fight for corporate control?
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