ABN AMRO merger with Fortis Bank likely delayed until 2010; EU extends deadline for Dutch government to divest of certain assets before merger

Today, ABN AMRO Group announced that it would not complete the split of a majority of its assets from Royal Bank of Scotland, NV (RBS NV), a prerequisite to the Dutch government's planned merger of ABN AMRO NV with Fortis Bank SA/NV, until the "1st quarter of 2010" at the earliest. This past Friday, ABN AMRO filed legal demerger documentation with the Amsterdam Chamber of Commerce to effect the legal separation of a majority of the assets and liabilities of ABN AMRO NV from RBS NV, and subsequently transfer the assets and liabilities into a new entity, ABN AMRO II NV, wholly owned by the Dutch government, leaving RBS NV wholly-owned by The Royal Bank of Scotland Group plc (RBS). However due to "complexities," the "group aims to legally separate within 2 months of effecting the legal demerger." Until legal separation, ABN AMRO Group will continue to be governed by the ABN AMRO Holding NV Managing Board and Supervisory Board and regulated on a consolidated basis with capital adequacy, liquidity measures and exposures being reported to and regulated by the Dutch Central Bank. ABN AMRO Holding NV was acquired on October 17, 2007, by a consortium of banks consisting of RBS (38%), Fortis Bank (34%) and Banco Santander SA (28%). In October 2008, the Dutch government nationalized Fortis Bank Nederland, which included acquiring Fortis Bank's 34% interest in ABN AMRO Bank NV.

Prior to the nationalization of Fortis Bank, Fortis had previously committed in October 2007 as part of European Commission merger clearance, not to merge the Dutch activities of ABN AMRO and Fortis Bank without prior divestments. In July 2008, Deutsche Bank had agreed to acquire from ABN AMRO parts of its commercial banking activities in the Netherlands for €709 million in cash, but Deutsche Bank terminated that transaction several weeks ago. On Friday, however, the European Commission extended the deadline to sell assets from either ABN AMRO or Fortis Bank before they are allowed to merge, given there are "good prospects for the imminent divestment." Following the extension, reports indicate that the Dutch Finance Ministry stated it had resumed discussions with Deutsche Bank, although there has been no formal confirmation.