April 29 (Bloomberg) -- ING Groep NV former Chief Financial Officer Cees Maas said a combination between ING, the largest Dutch financial-services company, and ABN Amro Holding NV wouldn't create enough value to be justified.

ING had a ``good look'' at a potential merger with ABN Amro, the largest Dutch bank, Maas said today in Dutch TV program Buitenhof. ``We decided not to do it though because we have very strong autonomous growth, and we have online bank ING Direct, which is doing fantastically,'' said Maas, who retired as ING's CFO at its shareholders meeting on April 24.

A combination between the two Amsterdam-based companies wouldn't create enough value, Maas said. ING, the biggest Dutch financial-services company, doesn't have ``that much use'' for ABN Amro's Chicago-based LaSalle Bank and the costs of integrating the Dutch activities of both companies would be ``very high,'' he said.

ING voted in favor a shareholder motion to break up ABN Amro at ABN's annual meeting last week in the interest of ING's own shareholders and obtaining a maximum return on its investments, Maas said.

ABN Amro shareholders including Stichting Pensioenfonds ABP, Stichting Pensioenfonds PGGM and Robeco NV voted against the motion. ``The difference is that they have less than 1 percent in ABN Amro, and we have more than 5 percent,'' Maas said. ``If Barclays Plc buys ABN Amro, we will be stuck with Barclays shares,'' while a group of potential bidders led by Royal Bank of Scotland Group Plc ``appears to want to offer cash,'' he said.

`Deliver' on Strategy

ABN Amro agreed April 23 to be bought by London-based Barclays in an all-share transaction worth 64.7 billion euros ($88.3 billion). Royal Bank of Scotland, Santander Central Hispano SA and Fortis April 27 said they intend to make an unsolicited offer for ABN, after indicating April 25 they would pay 72.2 billion euros.

Maas said he doesn't expect fiercer competition in Dutch banking as a result of ABN Amro having a new owner, regardless of whether it is Barclays or Fortis.

As to whether ING itself may be a takeover target, or find itself facing calls from shareholders for it to be sold or split up as ABN Amro has, Maas said a company must ``have a strategy that is accepted by investors, and you have to deliver on what you have promised, otherwise you become vulnerable.'' ABN Amro, he said, ``promised things that they didn't deliver on.''

ING is ABN Amro's largest shareholder with more than 5 percent in ABN Amro.

To contact the reporter on this story: Joana Quintanilha in Amsterdam at quintanilha@bloomberg.net

Last Updated: April 29, 2007 12:08 EDT