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Fortis Shareholders Back Proposal for ABN Amro Bid (Update4)

By Martijn van der Starre and John Martens

Aug. 6 (Bloomberg) -- Fortis, Belgium's largest financial- services company, moved a step closer to buying part of ABN Amro Holding NV after shareholders backed a plan to raise as much as 13 billion euros ($17.9 billion) to pay for the deal.

Investors at meetings in Brussels and the Dutch city of Utrecht approved the 72 billion-euro joint bid by Fortis and two other banks for Amsterdam-based ABN Amro, Fortis said today. More than 93 percent at both meetings endorsed a rights offer to finance the purchase.

The agreement paves the way for Fortis, Royal Bank of Scotland Group Plc and Banco Santander SA, whose offer is mostly in cash, to trump a competing 65.3 billion-euro share and cash offer from Barclays Plc, said Alan Beaney, who helps manage $2 billion at Principal Investment Management.

``The Royal Bank consortium will win now with their higher offer,'' said Sevenoaks, England-based Beaney, whose holdings include shares of Barclays and Royal Bank. ``Ironically, Barclays's share price and their offer will rise because investors think they are less likely to do the deal.''

Barclays stock rose 0.3 percent to 681 pence in London. Shares of Fortis fell 1.4 percent to 28.05 euros in Brussels, valuing the company at 36.6 billion euros.

Fortis plans to pay 24 billion euros for the Dutch retail and commercial banks, as well as the asset-management and private-banking units. It's bidding for 40 percent of ABN Amro, the largest part after ABN Amro sells its Chicago-based LaSalle unit to Bank of America Corp.

`Major Step Forward'

Fortis would increase the number of branches in the Netherlands to 720 from 159 and add more than 4 million retail customers with the purchase. The combined private banking and asset-management units would manage about 500 billion euros in assets, Fortis, based in Utrecht and Brussels, said.

The purchase would be ``a major step forward for our company and we'll be able to speed up our development on an international level,'' Fortis Chief Executive Officer Jean-Paul Votron told shareholders in Brussels. It will lead to ``diversification and a better balance in our portfolio,'' he said.

Fortis has held talks with the Dutch central bank about operational issues raised by the acquisition, Votron said at a press conference in Utrecht after the votes. The Dutch finance ministry has until Sept. 19 to approve the purchase, he said.

ABN Amro withdrew its recommendation of the Barclays bid on July 30, saying it's financially inferior to the proposal by the Royal Bank group. The original agreement with Barclays, announced April 23, won European Union antitrust approval today.

`Low Risk' Barclays

``We continue to believe that Barclays's offer will ultimately deliver more value to ABN Amro shareholders with a low degree of risk and a high certainty of completion,'' Barclays CEO John Varley said today in comments passed on by spokesman Alistair Smith. The formal offer to shareholders ``is another tangible step towards the merger with ABN Amro,'' Varley said.

Barclays made its formal offer to shareholders today and will hold a meeting with its shareholders to approve the proposal on Sept. 14. London-based Barclays bid 2.13 ordinary shares and 13.15 euros a share for each ordinary share of ABN Amro.

Edinburgh-based Royal Bank said in a statement it welcomed the ``overwhelming endorsement of the consortium bid by Fortis shareholders'' and is preparing for its own investor meeting on Aug. 10. ABN Amro shareholders will consider both bids Sept. 20. ABN Amro spokesman Jochem van de Laarschot declined to comment.

The acquisition of ABN Amro would be the largest financial- services takeover, exceeding the $69.9 billion combination of Citicorp and Travelers Group Inc. in 1998. Under the plan, Royal Bank would take the Dutch bank's investment banking and Asian consumer units and Banco Santander, Spain's largest bank, would take its Italian and Brazilian unit.

Fortis Share Slump

Fortis also sold 2 billion euros of notes last month that would automatically convert to securities tradable for stock, contingent on Fortis shareholders approving the rights issue. The company agreed to sell its stake in a Spanish insurance venture for 980 million euros.

Fortis shares have fallen 19 percent since April 13, the day ABN Amro said it received a letter from the Royal Bank-led group asking for ``exploratory talks.'' ABN Amro's stock has risen 4.9 percent, valuing the company at 67.3 billion euros.

After today's meeting at the Centre for Fine Arts in Brussels, shareholders discussed the vote and sipped on drinks from strawberry juice to Absolut Vodka and Duval-Leroy champagne.

Stichting VSBfonds, which owns about 4.99 percent of Fortis, voted in favor of the plans, said Luuk van Term, a Utrecht-based spokesman for the non-profit organization.

The takeover is ``very good for growth and employment,'' said Gunther Van Sant, a Belgian who owns Fortis shares and voted in favour of the resolutions. ``If this doesn't take place, Fortis may end up being a prey itself.''

`Rock Solid'

``I voted in favor of the bid to support the Fortis management,'' said Roger Smets, who manages about 1.2 million euros at the non-profit Belgian Society for Cremation. Smets said he has ``rock-solid'' confidence in management's plans.

TCI Fund Management LLP, the hedge fund that pushed ABN Amro to consider a break up earlier this year, asked the Dutch securities regulator to investigate CEO Rijkman Groenink after an interview he gave to Het Financieele Dagblad last week. The Dutch newspaper quoted him as saying that Fortis is paying too much and that its shareholders would do well to vote against the purchase.

TCI's lawyers asked the regulator to probe whether Groenink or ABN Amro violated Dutch rules on disseminating information. The Royal Bank group said in a statement yesterday it accepts ABN Amro's assurance that Groenink was ``misquoted.''

To contact the reporters on this story: Martijn van der Starre in Brussels at vanderstarre@bloomberg.net; John Martens in Brussels at jmartens1@bloomberg.net.

Last Updated: August 6, 2007 13:08 EDT

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