An investor in ABN Amro has filed a class action suit against the bank in an effort to scrap an $88 billion takeover by Barclays and the sale of U.S. unit LaSalle, saying directors failed in their duties.
Filed in New York, according to documents seen by Reuters on Tuesday, the shareholder suit turns up the heat on ABN, already defending the $21 billion sale of LaSalle in a Dutch court and facing shareholder pressure to consider seriously alternatives to its agreed deal with Barclays.
"The proposed sale is wrongful, unfair and harmful to ABN's public stockholders, and represents an effort by defendants to aggrandize their own financial position and interests at the expense of and to the detriment of ABN's public stockholders," investor Halpert Enterprises said in the suit filed last Friday.
ABN agreed last week to be taken over by Barclays in an all-share deal. The same day, it agreed to sell LaSalle to Bank of America -- offloading a unit that would be a key asset to a rival suitor, Royal Bank of Scotland.
A consortium of banks, including Spain's Santander and Fortis alongside RBS, days later proposed a $98.5 billion offer to trump the Barclays deal on condition that the sale of LaSalle can be unpicked.
"The acquisition and the sale of LaSalle to BoA are impermissibly designed to discourage the RBS consortium's higher bid," Halpert said in the suit. "Further, the RBS-led consortium has made clear that it is willing to pay a higher price, yet defendants are acting to embrace the lower Barclays bid."
New York Suit
In the New York suit, Halpert said ABN's management should withdraw its consent to the sale of the bank, withdraw its consent to the sale of LaSalle, seek cancellation of a $200 million break fee agreed with Bank of America, and consider alternatives to the agreed takeover by Barclays.
"In order to meet their fiduciary duties, defendants are obligated to maximize shareholder value, not structure a preferential deal for themselves," the suit said.
"The proposed acquisition, as structured, does not represent the maximized value that ABN shareholders are entitled to."
ABN declined to comment on the suit.
Bank of America, named as a defendant alongside ABN and its directors, was not immediately reachable for comment.
Halpert Enterprises and their lawyers could not immediately be reached for comment.
A Dutch commercial court is separately due to decide on Thursday whether to hold up the proposed LaSalle sale, after shareholder group VEB said it was unlawful and makes it difficult for bidders such as RBS to buy all of ABN.
If the judge upholds the deal, then the consortium of rivals needs to counterbid for the U.S. unit by May 6. Bank of America would then have five days to match any offer.
If the judge blocks or suspends the deal, it could trigger a separate lengthy legal battle as Bank of America has already signalled it would take legal action if its deal falls through.