Filed by Barclays PLC Pursuant to
Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14d-2 under the
Securities Exchange Act of 1934
Subject Companies:
Barclays PLC
(Commission File No. 1-09246)
Barclays Bank PLC
(Commission File No. 1-10257)
ABN AMRO Holding N.V.
(Commission File No. 1-14624)
ABN AMRO Bank N.V.
(Commission File No. 1-14624-05)
23 May 2007
Barclays Recommended Merger with ABN AMRO - 30 Day Announcement
This announcement is being made pursuant to Dutch securities laws governing the
Offer, more specifically article 9g paragraph 1 under a of the Dutch Securities
Market Supervision Decree (Besluit toezicht effectenverkeer 1995). In accordance
with this article, within 30 calendar days after the announcement that was made
by Barclays and ABN AMRO on 23 April 2007, an announcement must be made in order
to update investors on the Offer.
Further to the announcement of 23 April 2007, outlining the terms of the agreed
merger between Barclays PLC ("Barclays") and ABN AMRO Holding N.V, ("ABN AMRO"),
Barclays and ABN AMRO today announce that they are making excellent progress
with the key regulatory filings required to proceed with Barclays offer to ABN
AMRO shareholders (the "Offer") and expect to publish Offer documentation in
July.
Each of the Boards of ABN AMRO and Barclays has unanimously resolved to
recommend the transaction to their shareholders. The proposed merger of ABN AMRO
and Barclays will create a strong and competitive combination for its clients
with superior products and extensive distribution. The merged group is expected
to generate significant and sustained future incremental earnings growth for
shareholders.
As set out in the joint Barclays and ABN AMRO announcement of 23 April 2007, ABN
AMRO ordinary shareholders will receive 3.225 ordinary shares in Barclays for
each existing ABN AMRO ordinary share. Under the terms of the Offer, Barclays
existing ordinary shareholders will own approximately 52 per cent. and ABN AMRO
existing ordinary shareholders will own approximately 48 per cent. of the
combined group.
Regulatory Approvals
In connection with the Offer there are 108 regulatory authorities in 53
countries with whom a change of control filing needs to be made. A change of
control consent is required from 55 of these regulatory authorities to enable
closing of the Offer.
Barclays and ABN AMRO are making excellent progress in respect of these
regulatory processes and by the end of May expect to have completed
substantially all of the relevant filings where a consent or notification is
required prior to closing of the public offer. The applications for the UK and
the Netherlands, being the two most significant jurisdictions given the location
of incorporation and lead regulation of the two groups, have already been filed
with the relevant regulators.
Competition Authority Approvals
Barclays and ABN AMRO are also at an advanced state of preparation in relation
to the various merger control filings that will be needed. The parties have
jointly carried out a detailed competition analysis and are confident that there
are no substantive anti-trust issues to address. Barclays and ABN AMRO therefore
anticipate that merger control issues will not have any impact on the Offer
timetable.
Timetable
The posting of formal Offer documentation remains conditional upon satisfaction
or waiver of the pre-Offer conditions referred to in the announcement of 23
April 2007. Barclays and ABN AMRO intend to publish formal Offer documentation
in six weeks.
Good progress has been made to date on fulfilment of significant pre-Offer
conditions such as the regulatory and anti-trust filings referred to above, the
required tax clearances, and the consultation with the representative bodies of
the employees. Furthermore the UK Financial Services Authority ("FSA") and De
Nederlandsche Bank have agreed, as mentioned in the announcement of 23 April
2007, that the FSA will be lead supervisor of the combined group. However,
significant matters still need to be progressed over the next six weeks,
particularly in relation to regulatory approval of the Offer documentation by
AFM, UKLA and SEC and the approval by the relevant US authorities required to
complete the agreement with Bank of America to acquire LaSalle.
John Varley, the CEO of Barclays, said:
"Barclays recommended Offer for ABN AMRO will create a world leading bank,
better able to serve our customers with more and better products thus creating
additional value for the shareholders of both our companies for many years to
come. The Barclays Offer provides ABN AMRO shareholders certainty,
deliverability and value."
This announcement is made in accordance with article 9g paragraph 1 under a of
the Dutch Securities Market Supervision Decree (Besluit toezicht effectenverkeer
1995).
Enquiries:
ABN AMRO
ANALYSTS AND INVESTORS
Richard Bruens +31 20 6287835
Alex van Leeuwen + 1 312 992 0818
Dies Donker +31 20 6287835
Alexander Mollerus +31 20 6287835
MEDIA
Jochem van de Laarschot +31 20 6288900
Neil Moorhouse +31 20 6288900
Piers Townsend +44 207 678 8244
Barclays
ANALYSTS AND INVESTORS
Mark Merson +44 20 7116 5752
James S Johnson +44 20 7116 2927
MEDIA
Stephen Whitehead +44 20 7116 6060
Alistair Smith +44 20 7116 6132
About Barclays
Barclays is a major global financial services provider engaged in retail and
commercial banking, credit cards, investment banking, wealth management and
investment management services with an extensive international presence in
Europe, the USA, Africa and Asia. It is one of the largest financial services
companies in the world by market capitalisation. With over 300 years of history
and expertise in banking, Barclays operates in over 50 countries and employs
123,000 people. Barclays moves, lends, invests and protects money for over 27
million customers and clients worldwide. For further information about Barclays,
please visit our website www.barclays.com.
About ABN AMRO
Netherlands-based ABN AMRO is a leading international bank with total assets of
EUR 1,054.60 bln (as at 31 March 2007). It has more than 4,500 branches in 53
countries, and has a staff of more than 107,000 full-time equivalents worldwide.
ABN AMRO is listed on Euronext and the New York Stock Exchange. For further
information about ABN AMRO, please visit our website www.abnamro.com.
Other Information
This document shall not constitute an offer to sell or buy or the solicitation
of an offer to buy or sell any securities, nor shall there be any sale or
purchase of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The availability of Barclays offer to
persons not resident in the United States, the Netherlands and the United
Kingdom may be affected by the laws of the relevant jurisdictions (the
"Restricted Jurisdictions"). Such persons should inform themselves about and
observe any applicable requirements.
The offer will not be made, directly or indirectly, in any Restricted
Jurisdiction unless by means of lawful prior registration or qualification under
the applicable laws of the Restricted Jurisdiction, or under an exemption from
such requirements including, in the case of the US, except by means of a
prospectus meeting the requirements of Section 10 of the US Securities Act of
1933, as amended. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise distributed or sent in, into or from such
Restricted Jurisdiction. Persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not distribute, mail or send
it in, into or from any Restricted Jurisdiction, and so doing may render any
purported acceptance of the offer invalid.
Future SEC Filings and this Filing: Important Information
In connection with the proposed business combination transaction between ABN
AMRO and Barclays, Barclays expects it will file with the SEC a Registration
Statement on Form F-4, which will constitute a prospectus, as well as a Tender
Offer Statement on Schedule TO and other relevant materials. In addition, ABN
AMRO expects that it will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 and other relevant materials. Such documents,
however, are not currently available.
INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF
AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain a free copy of such filings without charge, at
the SEC's website (www.sec.gov) once such documents are filed with the SEC.
Copies of such documents may also be obtained from ABN AMRO and Barclays without
charge, once they are filed with the SEC.
Forward Looking Statements
This document contains certain forward-looking statements within the meaning of
Section 21E of the US Securities Exchange Act of 1934, as amended, and Section
27A of the US Securities Act of 1933, as amended, with respect to certain of ABN
AMRO's and Barclays plans and their current goals and expectations relating to
their future financial condition and performance and which involve a number of
risks and uncertainties. Barclays caution readers that no forward-looking
statement is a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend',
'plan', 'goal', 'believe', or other words of similar meaning. Examples of
forward-looking statements include, among others, statements regarding the
consummation of the business combination between ABN AMRO and Barclays within
the expected timeframe and on the expected terms (if at all), the benefits of
the business combination transaction involving ABN AMRO and Barclays, including
the achievement of synergy targets, ABN AMRO's and Barclays future financial
position, income growth, impairment charges, business strategy, projected costs
and estimates of capital expenditure and revenue benefits, projected levels of
growth in the banking and financial markets, the combined group's future
financial and operating results, future financial position, projected costs and
estimates of capital expenditures, and plans and objectives for future
operations of ABN AMRO, Barclays and the combined group and other statements
that are not historical fact. Additional risks and factors are identified in ABN
AMRO and Barclays filings with the SEC including ABN AMRO and Barclays Annual
Reports on Form 20-F for the fiscal year ending December 31, 2006, which are
available on ABN AMRO's website at www.abnamro.com and Barclays website at
www.barclays.com respectively, and on the SEC's website at www.sec.gov.
Any forward-looking statements made herein speak only as of the date they are
made. Barclays does not undertake to update forward-looking statements to
reflect any changes in expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based. The
reader should, however, consult any additional disclosures that ABN AMRO and
Barclays have made or may make in documents they have filed or may file with the
SEC.
Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per ABN AMRO or Barclays
share for the current or future financial years, or those of the combined group,
will necessarily match or exceed the historical published earnings per ABN AMRO
or Barclays share.