ABN to let shareholders select buyer

AMSTERDAM -- ABN Amro NV yesterday said that it will let shareholders decide between a hostile $96.4 billion mostly cash takeover offer from a group of banks led by Royal Bank of Scotland PLC and a friendly all-share bid by Barclays PLC worth around $87.1 billion.

ABN said it received RBS's bid Saturday, but could not recommend it because RBS had also made a separate $24.5 billion offer for ABN's Chicago-based US subsidiary, LaSalle Bank Corp. Either deal for ABN Amro would be the largest in banking history.

ABN has already agreed to sell LaSalle to Bank of America Corp. as part of its deal with Barclays. Bank of America filed suit Friday in US District Court in New York seeking unspecified damages from ABN if that deal falls through.

ABN said it had rejected RBS's "acquisition proposal for LaSalle . . . as a result of the uncertainty and execution risks."

ABN's management agreed to sell LaSalle without asking shareholders for approval, in what was widely seen as a poison-pill measure designed to frustrate the consortium and help the Barclays deal go through.

ABN's management says the Barclays deal is a merger, whereas the RBS group's offer amounts to a carving up of ABN's assets. But the company was rebuked by a Dutch court last week. ABN's boards had "misunderstood" their duties in agreeing to sell LaSalle, the ruling said, and were trying to present shareholders with a "done deal." It ordered the sale frozen.

But Bank of America says its contract to buy LaSalle is valid, regardless of what Dutch courts say or what ABN shareholders do.