ABN Amro takeover breaks new legal ground

Linklaters has revealed it had more than 400 of its lawyers from no fewer than 24 of its offices around the world advising The Royal Bank of Scotland Group (RBS) on its €71.1 billion ($106.9 billion) consortium bid for Dutch banking group ABN Amro.

The titanic takeover battle, which had lasted six months, turned a corner in early October when the competing offer from British bank Barclays - financially backed by the Chinese and Singapore governments - was withdrawn.

The bid by the RBS consortium - which also comprised Belgian-Dutch group Fortis and Spain's Banco Santander - has since won backing from shareholders representing 86 per cent of ABN shares.

Unprecedented in scale and complexity, the takeover of ABN Amro is the largest in financial services history - with such a cross-border bid by a three-way consortium having never been attempted before.
Linklaters' 400 legal team, which was led by London-based global head of banking Robert Elliott, principally provided Dutch, US and UK legal advice to the RBS internal legal team - led by general counsel Miller McLean and deputy general counsel Chris Campbell.

The Magic Circle firm's team - which also included corporate partners Matthew Middleditch and Anne Drummond, as well as US corporate partner Tom Shropshire in London, Amsterdam-based corporate partner Peter Goes, and US corporate partner Larry Vranka in New York - also marshalled the 24 Linklaters offices across a multitude of practice areas.

In addition to the acquisition bid, Linklaters also advised RBS and consortium-member Fortis on their efforts to help fund the bid.

RBS closed the largest ever Tier 1 capital financing package by raising approximately €5 billion ($7.78 billion) through five simultaneous issues of Tier 1 securities, in multiple formats, currencies and markets. Linklaters was the principal draftsman on the Form F-4 Registration Statement filed with the SEC (containing the US offer document) and the UK prospectus.

Also advising the issuer on the RBS capital markets Tier 1 issues were Shearman & Sterling on US law and Dundas & Wilson on Scottish law. Joint lead managers Merrill Lynch and Royal Bank of Scotland instructed Sidley Austin on US law and Freshfields Bruckhaus Deringer on English law.

Freshfields also acted as counsel to the international managers as to Belgian, Dutch, US and English laws on Fortis' €13.4 billion ($20.84 billion) rights issue - which was the second-largest ever rights issue in Europe and launched on 25 September. Fortis turned to De Brauw Blackstone Westbroek on Dutch law, Willkie Farr & Gallagher on US and English laws, and Philippe & Partners on Luxembourg law.

The RBS consortium formally launched its offer for ABN Amro on 23 July, having made its initial approach in April. The offer comprised €38.40 per ABN Amro share, made up of €35.60 in cash and 0.296 RBS shares for each ABN Amro share. The global offer included public offers in the Netherlands and the US.

The competing offer from Barclays lapsed following its first closing date on 4 October. Analysts had predicted a crushing win for the RBS-led takeover bid because it was higher and mainly in cash, compared with the Barclays offer that was mostly in shares.

The announcement will likely herald the break up of ABN Amro, which dates back to 1824 and was once regarded as one of the jewels in the crown of the Dutch economy.

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