20 Acquisition of ABN AMRORead the content of the page or any selected text


On 17 October 2007, Fortis acquired together with Royal Bank of Scotland (RBS) and Santander (together the Banks) ABN AMRO. The acquisition took place through a public offer for 100% of the issued and outstanding share capital of ABN AMRO.

On 10 October 2007, the Banks declared the Offer unconditional because as of the expiration of the Offer Period, 1,590,339,614 ABN AMRO ordinary shares, representing approximately 86% of ABN AMRO’s share capital, had been tendered in the Offer. In accordance with normal practice in the Netherlands, a subsequent offering period was provided for the holders of ABN AMRO ordinary shares who had not yet accepted the Offer. On 2 November 2007, following the expiration of the subsequent offering period, the Banks announced that a total of 1,826,332,482 ABN AMRO ordinary shares were tendered to the Offer, representing 98.8% of ABN AMRO ordinary shares.

The acquisition was the conclusion of a bid process that started in March 2007 and that was legally accomplished through RFS Holdings B.V., an entity jointly owned by the Banks and that was set up specifically for this purpose.

Fortis, RBS and Santander have shareholdings in RFS Holdings that are equal to their proportionate funding commitments. The capital and income rights of the different classes of shares that were issued to Fortis, RBS and Santander, are respectively linked to the net assets and income of the business units which the relevant shareholder is acquiring in agreement with the Consortium and Shareholders’ Agreement (principle of ‘tracking shares’). The class of shares, which have been issued to Fortis, RBS and Santander in proportion to their funding commitments, reflects their pro rata interests in the businesses, assets and liabilities that are not being acquired by any of them individually (Shared assets).

The total consideration paid by the Banks to ABN AMRO shareholders was EUR 71.1 billion. Of this total, Fortis contributed 33.81% or EUR 24 billion.


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