Barclays Withdraws Bid For ABN Amro

LONDON, Oct. 5 — Barclays said today that it did not garner enough support from ABN Amro shareholders for its takeover offer, clearing the way for a consortium led by the Royal Bank of Scotland to complete the largest banking takeover ever.

The consortium’s mostly cash offer for ABN Amro of the Netherlands is 72 billion euros, or $101 billion. Barclays’ lower offer expired Thursday afternoon in London with less than 1 percent of shares tendered. The consortium’s offer expired here this afternoon, with results likely to be published Monday.

The withdrawal of Barclays’ offer of 67.5 billion euros ends a fierce takeover battle that started in February when TCI Fund Management, an activist investor, sent a letter to ABN Amro’s management seeking a sale or break-up of the bank to improve its lagging share price. Barclays had initially agreed with ABN Amro in April on a friendly takeover, but the Royal Bank of Scotland and its bidding partners — Fortis, a Belgian-Dutch bank, and Banco Santander Central Hispano, Spain’s largest bank — made a competing higher offer.

The rival offer looked daring because it was unsolicited and included the plan to split up ABN Amro, something never attempted on such a large scale. A takeover by Barclays would have left ABN Amro intact. Even after ABN Amro sold its LaSalle unit in Chicago, the business Royal Bank of Scotland was most interested in buying, to Bank of America, it did not derail the consortium’s bid.

Finally, the consortium’s higher offer price and larger cash portion seemed to have won over ABN Amro’s shareholders.

But some analysts said winning will come with a bitter aftertaste, especially for the Royal Bank of Scotland, not only because it failed to acquire LaSalle. Shares in the banking sector have taken a turn for the worse, borrowing costs increased and earnings prospects for banks with an investment banking business, including ABN Amro, dimmed. So in addition to risks linked to divvying up ABN Amro, the bid started to look expensive.

“They paid a rich price regarding the situation in the financial markets, but they were not in a position to change the price level because that would have delayed the bidding process,” said Marc van de Weijenberg, a fund manager at SNS in the Netherlands.

Reports had already started to appear in Dutch newspapers that customers are leaving ABN Amro for local rivals because of uncertainties about the future of the 183-year old bank.

What is more, shares in Royal Bank of Scotland have dropped since April along with those of most of its competitors while ABN Amro’s shares remained close to the bidding price. To be sure, Royal Bank of Scotland received backing for the deal from its shareholders, a large majority of which voted in August in favor of the takeover plan.

Yet, some analysts, including Alex Potter at Collins Stewart in London, said that at least initially Royal Bank of Scotland may be hit by the “winner’s curse.”

Investors will look closely over the next months at whether Royal Bank of Scotland, which is keeping ABN Amro’s wholesale banking operations and Asian network, will live up to its promises of 1.8 billion euros in cost and revenue savings.

The picture looks rosier for Fortis, which will transform itself from a rather unknown, medium-sized bank into one of the largest private banks in Europe. Banco Santander will take ABN Amro’s Brazilian business and become one of the largest banks in the country.

Barclays will now have to come up with a plan to continue to grow and meet expectations of investors, spoiled by record profits at Barclays Capital, the securities unit now operating in a more challenging market environment. It will also have to again motivate its employees, who were already looking forward to integrating a bank that would have given Barclays a new distribution network for its products.

What it will not have to do though is pay hefty fees for the army of investment bankers it had hired for the deal. Citigroup, Deutsche Bank, Credit Suisse, Lazard and JPMorgan Chase will probably walk away empty handed.

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