FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
April
27, 2007
Commission
File Number: 001-14624
ABN
AMRO HOLDING N.V.
Gustav
Mahlerlaan 10
1082
PP
Amsterdam
The
Netherlands
________________________________________________
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes | No X |
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _____
|
|
|
Amsterdam,
27 April
2007
ABN AMRO
lifts stand-still requirement and allows due diligence by RBS
consortium
ABN AMRO
has
repeatedly tried to engage in cooperative discussions with a consortium
led by
Royal Bank of Scotland. Despite explicit requests, the consortium
has to date
not provided us with any clarification on its indicative proposal,
particularly
regarding funding (including EUR 50 bln of cash), implications
for staff and
clients, regulatory issues, execution risk and other possible conditions.
Until
the receipt yesterday evening of the formal notification referred
to below, the
three refused to provide this information.
On
Wednesday 25 April 2007, the consortium issued a press release
including an
indicative price per share without previously informing ABN AMRO of either
such price or press release. As a further sign of the consortium's
unwillingness
to pursue discussions on a constructive basis, ABN AMRO received a formal
notification yesterday evening from the consortium indicating preparedness
to
launch a public offer without the recommendations of ABN AMRO's Managing
Board and Supervisory Board.
Nonetheless,
ABN AMRO remains committed to exploring the consortium's proposal in
a
constructive manner. In order to facilitate discussions, ABN AMRO has
therefore decided to remove the customary requirement for a stand-still
provision and has offered the consortium access to due diligence
material.
In
the absence of a compelling and concrete proposal from the consortium,
ABN AMRO considers that the Barclays offer is in the best interests
of
ABN AMRO's stakeholders and we continue to recommend that offer to
our
shareholders.
This
is an
announcement pursuant to article 9b paragraph 1 of the Dutch Securities
Markets
Supervision Decree (Besluit toezicht effectenverkeer 1995).
Press
contact: +31
20 6288900
IR
contact: +31 20 6287835
Press
Relations
Department
Head
Office: Gustav
Mahlerlaan 10 (HQ 9140), 1082 PP Amsterdam, tel. +31 (0)20 6288900,
fax +31
(0)20 6295486
London
Office: 250
Bishopsgate, London EC2M 4AA, tel. +44 207 6788244, fax +44 207
6788245
1
This
document shall
not constitute an offer to sell or the solicitation of an offer
to buy any
securities, nor shall there be any sale 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.
Cautionary
statement regarding forward-looking statements
This
announcement
contains forward-looking statements. Forward-looking statements
are statements
that are not historical facts, including statements about our beliefs
and
expectations. Any statement in this announcement that expresses
or implies our
intentions, beliefs, expectations or predictions (and the assumptions
underlying
them) is a forward-looking statement. These statements are based
on plans,
estimates and projections, as they are currently available to the
management of
ABN AMRO Holding N.V. ("ABN AMRO"). Forward-looking statements
therefore speak only as of the date they are made, and we take
no obligation to
update publicly any of them in light of new information or future
events.
Forward-looking
statements involve inherent risks and uncertainties. A number of
important
factors could therefore cause actual future results to differ materially
from
those expressed or implied in any forward looking statement. Such
factors
include, without limitation, the consummation of our proposed merger
with
Barclays PLC ("Barclays"); the completion of our proposed disposition
of
LaSalle; the conditions in the financial markets in Europe, the
United States,
Brazil and elsewhere from which we derive a substantial portion
of our trading
revenues; potential defaults of borrowers or trading counterparties;
the
implementation of our restructuring including the envisaged reduction
in
headcount; the reliability of our risk management policies, procedures
and
methods; the outcome of ongoing criminal investigations and other
regulatory
initiatives related to compliance matters in the United States
and the nature
and severity of any sanctions imposed; and other risks referenced
in our filings
with the US Securities and Exchange Commission. For more information
on these
and other factors, please refer to Part I: Item 3.D "Risk Factors"
in our Annual
Report on Form 20-F filed with the US Securities and Exchange Commission
and to
any subsequent reports furnished or filed by us with the US Securities
and
Exchange Commission. The forward-looking statements contained in
this
announcement are made as of the date hereof, and the companies
assume no
obligation to update any of the forward-looking statements contained
in this
announcement.
Additional
Information and Where to Find it
In
connection with the proposed business combination transaction between
Barclays
and ABN AMRO, Barclays expects that it will file with the US Securities
and
Exchange Commission a Registration Statement on Form F-4 which
will contain a
prospectus, a Tender Offer Statement on Schedule TO and other relevant
materials. In addition, ABN AMRO expects that it will file with the US
Securities and Exchange Commission 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
(http://www.sec.gov) once such documents are filed with the SEC.
Copies of such
documents may also be obtained from Barclays and ABN AMRO, without charge,
once they are filed with the SEC.
The
publication and distribution of this document and any separate
documentation
regarding the intended Offer, the making of the intended Offer
and the issuance
and offering of shares may, in some jurisdictions, be restricted
by law. This
document is not
2
being
published and
the intended Offer is not being made, directly or indirectly, in
or into any
jurisdiction in which the publication of this announcement and
the making of the
intended Offer would not be in compliance with the laws of that
jurisdiction.
Persons who come into possession of this announcement should inform
themselves
of and observe any of these restrictions. Any failure to comply
with these
restrictions may constitute a violation of the securities laws
of that
jurisdiction.
3
Signatures
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned, thereunto duly authorized.
| ABN AMRO HOLDING N.V. | |||
| By: | /s/ Richard Bruens | ||
|
|
|||
| Name: | Richard Bruens | ||
| Title: | Head of Investor Relations | ||
| Date: April 30, 2007 | |||
| By: | /s/ Willem Nagtglas Versteeg | ||
|
|
|||
| Name: | Willem Nagtglas Versteeg | ||
| Title: |
Secretary
to the Managing Board
|
||