KEY POINTS:
ABN Amro's chief executive, Rijkman Groenink, defended plans to merge with Barclays amid angry scenes at the company's annual meeting yesterday.
It came as an increasingly aggressive Royal Bank of Scotland-led consortium accused ABN of imposing unreasonable conditions on granting access to its books.
At the meeting Mr Groenink said Barclays was the "ideal partner" for ABN, and that the two banks had been in on-off discussions for two years.
He said ABN had been actively considering surrendering its independence since November, long before the rebel shareholder TCI precipitated the current furore with a demand that the bank pursue a break-up.
Barclays' chief executive, John Varley, weighed in at his own AGM.
He said: "The contrast is pretty stark.On the one hand you have two banks with ambitions of creating one of the leading banks in the world.
"On the other is the deconstruction of one of Europe's biggest and most important banks (under the consortium's proposals)."
He again denied that the two banks' agreed merger was about size, saying the deal was "in the interests of our shareholders and customers".
Mr Groenink also defended the sale of ABN's US business, LaSalle, to Bank of America - widely seen as a poison pill designed to frustrate the ambitions of RBS, which is desperate to acquire the division.
He said ABN was "actively seeking" counter-offers higher than Bank of America's $21bn agreed offer under the 14-day "go shop" clause that allows it to solicit higher approaches.
Mr Groenink also said he "wanted" to see a rival bid, and that the desire to secure a quick deal for LaSalle was Bank of America's, not ABN's.
However, even if there is a higher offer, Bank of America has the right to match it.
Despite this, some shareholders were not placated.
At one point the head of VEB, the Dutch shareholders' association, invaded the stage and had to be restrained as tensions threatened to boil over.
But rebel shareholder TCI, the London-based hedge fund, received less than wholehearted support for its motions.
Shareholders backed a vote demanding the bank seek a sale or merger of parts or all of the business, and a vote calling for a sale or merger.
They also supported TCI's call for a report back to shareholders in six months.
But they rejected a demand that ABN return the proceeds of any asset sales to shareholders and a call for the bank not to pursue any major acquisitions for six months.
Sources close to ABN said the motions were "irrelevant" because what they were demanding was happening anyway.
The consortium's indicative offer of 39 per share is contingent on due diligence and the sale of LaSalle being terminated, something ABN said could not happen under the terms of the deal.
In a statement Royal Bank's consortium, which also includes Spain's Banco Santander and Fortis of Belgium, demanded that ABN drop a key clause in a confidentiality agreement it wants signed before allowing them access to its books.
The clause requires the consortium not to bid within 12 months without ABN's permission.
ABN said it would not drop the clause, pointing out that Barclays had been happy to sign it during the 30 days of exclusive talks the two banks held over the past month.
Barclays' bid was initially worth 36.25, but is all in shares, rather than a combition of cash and shares, as with Royal Bank's proposed bid.
However, it argues that the bid is worth 39.25 because cash from the sale of LaSalle will be returned to shareholders through a share buyback.
Shares in Barclays finished down 5.5p at 718.5p, while Royal Bank dropped 18p to 19.70 pounds and ABN was up 0.2 per cent at 36.30 pounds.
Royal Bank has so far insisted that it would not "go it alone" with a bid for LaSalle and was committed to working with its consortium partners.
- INDEPENDENT
