Financial Regulatory Forum

Dutch government, Deutsche Bank in ABN AMRO deal

By Reuters Staff
October 20, 2009

By Ben Berkowitz and Edward Taylor
AMSTERDAM/FRANKFURT, Oct 20 (Reuters) – Deutsche Bank AG agreed in principle to buy some ABN AMRO assets from the Dutch state in a deal which should clear the way for a merger of nationalised banks ABN and Fortis Bank Nederland.

Under the deal, 15 months and two ABN owners in the making, the acquisitive German lender will boost its Dutch operations by acquiring commercial bank HBU, 13 advisory branches, two corporate client units and a factoring business.

The pact, which is not final and depends on negotiations and a host of regulatory approvals, is the same in terms of assets as the deal Deutsche, Germany’s biggest bank, agreed with former ABN owner Fortis in July 2008.

The European Commission mandated the sale of those assets in late 2007 to preserve competition in the Dutch market after a consortium took over ABN AMRO that year.

The financial terms of the proposed deal were not disclosed. The Dutch government said on Tuesday it will seek an extension of the EU deadline to finalise agreement. The commission had no immediate comment, and ABN AMRO said it could not comment beyond the finance ministry’s statement.

The merger of ABN and Fortis, followed by an eventual IPO, is core to the Dutch state’s exit strategy for the banks, which it nationalised in Oct. 2008 for 16.8 billion euros ($25.16 billion).

DEUTSCHE OPPORTUNISTIC
Deutsche Bank said it does not intend to raise capital for the purchase of the assets.

Deutsche Bank CEO Josef Ackermann has recently urged his board to look for targets but cautioned them to be selective.

“Don’t buy distressed assets, buy from distressed investors,” he said.

Deutsche already has its eye on money manager Sal. Oppenheim and has a foot in the door at retail bank Deutsche Postbank, where it holds a stake of just under 30 percent and the option of increasing that to a majority by 2012.

The Dutch acquisitions by Deutsche will make it the fourth-largest provider of corporate and investment banking services in the country, the bank said.

Konrad Becker, a banking analyst with Merck Finck & Co. said Deutsche’s targeting of Dutch assets appeared opportunistic rather than signalling a shift in strategy.

“The original deal was struck at an attractive price for Deutsche and gives them a foothold in a business area they know well, lending and advising to small to medium sized companies,”
he said.

“Key questions remain on pricing but Deutsche is in a strong position as conditions favour the seller given the pressure from the EU Commission.”

LOOK TO THE FUTURE
With the outlines of a deal in place, ABN AMRO can now concentrate on its legal separation from the Royal Bank of Scotland, which was also one of the consortium members and which legally owns certain units still housed within ABN.

ABN AMRO recently postponed the demerger and separation — a complicated two-step process that involves creating new operating and holding companies — to at least the first quarter of 2010.
Once that is complete, ABN AMRO expects to operate as a standalone banking company through at least the first half of 2010, while Fortis Bank Nederland completes its own disentanglement from the BNP Paribas-owned Fortis Bank and from Fortis Holding.

Sources familiar with the government’s thinking said in late September that it was considering a deal with BNP Paribas as an alternative to the Deutsche Bank transaction, possibly centred on the sale of Fortis Bank Nederland’s commercial unit, after talks with Deutsche broke down.

That chatter died quickly, though, after BNP launched a rights issue and ABN AMRO’s CEO suggested publicly that the Deutsche deal might not be dead after all.

(Editing by David Cowell and Rupert Winchester)

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