ABN AMRO
ABN AMRO Bank N.V. is the third-largest Dutch bank, with headquarters in Amsterdam. It was initially formed in 1991 by merger of the two prior Dutch banks that form its name, Algemene Bank Nederland and Amsterdamsche en Rotterdamsche Bank.
Following aggressive international expansion, ABN AMRO was acquired and broken up in 2007–2008 by a consortium of European banks, including Fortis which intended to take over its formed operations in the Benelux region. Fortis came under stress in the autumn of 2008, and was in turn broken up into separate national entities; the Dutch operations, namely Fortis Bank Nederland and the former ABN AMRO activities that Fortis had planned to absorb, were nationalized, restructured, and renamed ABN AMRO in mid-2010. On 20 November 2015, the Dutch government publicly re-listed the company through an IPO and sold 20 percent of the shares to the public.
ABN AMRO has been designated as a Significant Institution since the entry into force of European Banking Supervision in late 2014, and as a consequence is directly supervised by the European Central Bank.
History
Background
In 1824, King William I established the Nederlandsche Handel-Maatschappij a trading company to revive trade and financing of the Dutch East Indies and it would become one of the primary ancestors of ABN AMRO. The NHM merged with the Twentsche Bank in 1964, to form Algemene Bank Nederland. Also in 1964, the Amsterdamsche Bank, established in 1871, merged with the Rotterdamsche Bank, established in 1873, to form Amsterdamsche en Rotterdamsche Bank, known as AMRO Bank.ABN and AMRO merger
On 22 September 1991, ABN and AMRO merged to form ABN AMRO. In 1993, two of its investment banking subsidiaries ― Bank Mees & Hope and Pierson, Heldring & Pierson ― merged in turn to form MeesPierson.The two merged banks brought to ABN AMRO a large network of overseas companies and branches. From NHM, ABN owned a significant branch network in Asia and the Middle East, including the Saudi Hollandi Bank owned by the NHM Jeddah branch. Another, the Hollandsche Bank-Unie, which grew from the merger of the Hollandsche Bank voor de Middellandsche Zee and the Hollandsche Zuid-Amerika Bank in 1933, gave ABN AMRO an extensive network of branches in South and Central America. In 1979, ABN had expanded into North America with the acquisition of Chicago-based LaSalle National Bank.
After the 1991 merger, ABN AMRO continued to grow through a number of further acquisitions, including the 1996-purchase of suburban Detroit based Standard Federal Bank followed five-years later by the acquisition of its Detroit-based competitor Michigan National Bank which was rebranded as Standard Federal. In 2005, Standard Federal became LaSalle Bank Midwest to unite ABN AMRO's two banking networks in the U.S. In 1995, ABN AMRO purchased The Chicago Corporation, an American securities and commodities trading and clearing corporation.
Other major acquisitions included the Brazilian bank Banco Real in 1998, and the Italian bank Antonveneta in 2006. It was also involved in the controversial acquisition of the Dutch local government mortgage and building development organisation, the Bouwfonds in 2000. ABN AMRO sold the Bouwfonds as a going concern in 2006.
In July 2006, Favonius Ventures, which was founded and headed by Roel Pieper, received all of the technology investments of ABN AMRO Capital which is the private equity business unit of ABN AMRO Bank N.V.
Mid-2000s weakness, acquisition and breakup
ABN AMRO had come to a crossroads in early 2005. The bank had still not come close to its own target of having a return on equity that would put it among the top five of its peer group, a target that the CEO, Rijkman Groenink had set upon his appointment in 2000. From 2000 until 2005, ABN AMRO's stock price stagnated. Financial results in 2006 added to concerns about the bank's future. Operating expenses increased at a greater rate than operating revenue, and the efficiency ratio deteriorated further to 69.9%. Non-performing loans increased considerably year on year by 192%. Net profits were only boosted by sustained asset sales. In 2006, research findings were publicly released regarding ABN AMRO Bank N.V.'s predecessors and connections to African slavery. An examination of 200 predecessors of ABN AMRO Bank N.V. founded before 1888 determined that some had connections to African slavery, either in the United States or elsewhere in the Americas.By 2007, ABN AMRO was the second-largest bank in the Netherlands and the eighth-largest in Europe by assets. At that time, the magazine The Banker and Fortune Global 500 placed it 15th in the list of world's biggest banks and it had operations in 63 countries, with over 110,000 employees.
On 31 August 2007, ABN AMRO Bank N.V. Pakistan merged with Prime Commercial Bank which consisted of 69 branches across 24 cities. ABN AMRO Bank Limited was formed as the result of the US$227 million acquisition.
On 21 February 2007, The Children's Investment Fund Management hedge fund called to ask the Chairman of the Supervisory Board to actively investigate a merger, acquisition, or breakup of ABN AMRO, stating that the current stock price did not reflect the true value of the underlying assets. TCI asked the chairman to put its request on the agenda of the annual shareholders' meeting to be held in April 2007. Events accelerated on 20 March 2007, when the British bank Barclays and ABN AMRO both confirmed they were in exclusive talks about a possible merger.
On 28 March 2007, ABN AMRO published the agenda for the shareholders' meeting of 2007. It included all items requested by TCI, but with the recommendation not to follow the request for a breakup of the company.
Image:IJsseltoren Zwolle.jpg|thumb|right|ABN AMRO Insurance headquarters at in Zwolle
However, on 18 April, another British bank, the Royal Bank of Scotland contacted ABN AMRO to propose a deal in which a consortium of banks, including RBS, Belgium's Fortis, and Spain's Banco Santander Central Hispano would jointly bid for ABN AMRO and thereafter divide the components of the company among them. According to the proposed deal, RBS would receive ABN's United States operations, LaSalle, and ABN's wholesale operations; Banco Santander would take the Brazilian operations; and Fortis, the Dutch operations. The three banks set up a joint venture, RFS Holdings, to execute the transaction.
On 23 April, ABN AMRO and Barclays announced the proposed acquisition of ABN AMRO by Barclays. The deal was valued at €67 billion and included the sale of LaSalle Bank to Bank of America for €21 billion.
Two days later, the RBS-led consortium brought out its indicative offer, worth €72 billion, if ABN AMRO would abandon its sale of LaSalle Bank to Bank of America. During the shareholders' meeting the next day, approximately 68 percent of the shareholders voted in favor of the breakup as requested by TCI.
The sale of LaSalle was seen as obstructive by many: as a way of blocking the RBS bid, which hinged on further access to the US markets, in order to expand on the success of the group's existing American brands, Citizens Bank and Charter One. On 3 May 2007, the Dutch Investors' Association, with the support of shareholders representing up to 20 percent of ABN's shares, took its case to the Dutch commercial court in Amsterdam, seeking an injunction against the LaSalle sale. The court ruled that the sale of LaSalle could not be viewed apart from the current merger talks of Barclays with ABN AMRO and that the ABN AMRO shareholders should be able to approve other possible merger/acquisition candidates in a general shareholder meeting.
However, in July 2007, the Dutch Supreme Court ruled that Bank of America's acquisition of LaSalle Bank could proceed and Bank of America absorbed LaSalle effective 1 October 2007.
On 23 July 2007, Barclays raised its offer for ABN AMRO to €67.5bn, after securing investments from the governments of China and Singapore, but it was still short of the RBS consortium's offer. Barclay's revised bid was worth €35.73 a share — 4.3% more than its previous offer. The offer, which included 37% cash, remained below the €38.40-a-share offer made the week before by the RFS consortium. The revised offer did not include an offer for La Salle Bank since ABN AMRO could proceed with the sale of that subsidiary to Bank of America. RBS would now settle for ABN's investment-banking division and its Asian Network.
On 30 July 2007, ABN AMRO withdrew its support for Barclays' offer which was lower than the offer from the group led by RBS. While the Barclays offer matched ABN AMRO's "strategic vision," the board couldn't recommend it from "a financial point of view." The US$98.3bn bid from RBS, Fortis, and Banco Santander was 9.8% higher than Barclays' offer.
Barclays Bank withdrew its bid for ABN AMRO on 5 October, clearing the way for the RBS-led consortium's bid to go through, along with its planned dismemberment of ABN AMRO. RFS formally acquired ABN AMRO on 17 October 2007. Fortis would receive ABN AMRO's Dutch and Belgian operations, Banco Santander would get Banco Real in Brazil, and Banca Antonveneta in Italy and RBS would get ABN AMRO's wholesale division and all other operations, including those in Asia.
2008 financial crisis
Both RBS and Fortis were increasingly visibly overextended following the ABN AMRO acquisition. On 22 April 2008, RBS announced the largest rights issue in British corporate history, which aimed to raise £12billion in new capital to offset a writedown of £5.9billion resulting from the bad investments and to shore up its reserves following the purchase of ABN AMRO. On 11 July 2008, Fortis CEO Jean Votron stepped down after the ABN AMRO deal had depleted Fortis's capital. The total worth of Fortis, as reflected by its stock value, was at that time one-third of what it had been before the acquisition, and just under the value it had paid for the Benelux activities of ABN AMRO.On 3 October 2008, Fortis was nationalised. The Dutch government bought a number of Fortis divisions plus Fortis's share in ABN AMRO for EUR 16.8 billion. It subsequently announced that the parts of ABN AMRO it had acquired would be integrated with Fortis Bank Nederland to create a new ABN AMRO. On 13 October 2008, British Prime Minister Gordon Brown announced a UK government bailout of the financial system. The Treasury would infuse £37 billion of new capital into Royal Bank of Scotland Group Plc, Lloyds TSB and HBOS Plc, to avert financial sector collapse. This resulted in a total government ownership in RBS of 58%. As a consequence of this rescue, the chief executive of the group Fred Goodwin offered his resignation, which was duly accepted. Later in October, Fortis announced that it would sell its stake in RFS Holdings, which included all activities that had not been transferred yet to Fortis.