This
is an announcement pursuant to
article 9b paragraph 1 of
the Dutch Securities Markets Supervision Decree (Besluit toezicht
effectenverkeer 1995).
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 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.