Filed
by
ABN AMRO Holding N.V.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14d-9
of
the Securities Exchange Act of 1934
Subject
Company:
ABN
AMRO
Holding N.V.
Commission
File Number: 001-14624
This
message has
been sent to all ABN AMRO staff worldwide.
Dear
colleagues,
This
morning, the
Dutch Supreme Court issued its verdict regarding our appeal of the Enterprise
Court’s ruling (which restrained us from completing the sale of LaSalle to Bank
of America without approval from our shareholders). The court has decided
that
we can continue with the sale of LaSalle without putting the matter before
shareholders for a specific vote. This decision reverses the earlier ruling
of
the Enterprise Court, which means our appeal has been granted.
Naturally,
we are
pleased that the Supreme Court has confirmed that we have indeed been acting
in
line with the law, and that we can continue with the sale of LaSalle. However,
I
also realise that this news will inevitably evoke different emotions within
different groups. And although this ruling represents a key step, I do not
want
to overstate its significance: it is still just one step on a long
journey.
We
will begin by carefully studying the ruling and the new situation we find
ourselves in. And as the other parties involved will likely do the same,
it will
be interesting to see how they respond to this latest development. Please
be
prepared for a lot of media attention on us again.
The
court’s involvement in the sale of LaSalle was initiated by the VEB, an
association representing certain Dutch shareholders. You may have seen stories
in the media about a new action by the VEB, who have this week asked the
Dutch
Enterprise Chamber to appoint three independent supervisors to the Supervisory
Board with the exclusive authority to deal with the bidding process. We do
not
see any legal or rational reason for the VEB to take these steps, and believe
that this latest request will only prolong uncertainty. It is hard to understand
how this can be in the best interest of any of the parties involved, let
alone
our shareholders or our clients. As I have said before, we will continue
to work
hard to secure the best possible outcome for ABN AMRO, in line with our
obligations.
Today’s
Supreme
Court outcome does not yet bring the full clarity we’re all seeking. We do
however hope to have more clarity in the coming months, as the formal offers
are
made to the market and shareholders begin to tender their shares – and today’s
ruling brings us one step closer to this. Until then, I will continue to
update
you on new developments. With so many unknowns, I know it’s essential to provide
you with as much information as possible and keep the lines of communication
open.
Kind
regards,
Rijkman
Groenink
Chairman
of the
Managing Board