ABN Amro rejected a $24.5 billion offer for its U.S. bank LaSalle from a consortium led by Royal Bank of Scotland on Monday, but said it would put the offer and other proposals to a shareholder vote.
The offer by RBS and its partners Santander and Fortis is not superior to Bank of America's deal to buy LaSalle for $21 billion, ABN said in a statement, because it was conditional on the consortium acquiring all of ABN and carried execution risks.
The consortium has offered 39 euros per share, including a 0.60 euro dividend, or 72.35 billion euros ($98.5 billion) for all of ABN, but the Netherlands' biggest bank said the consortium's financing, as well as various regulatory, tax and legal issues carried "uncertainty and execution risks."
Royal Bank of Scotland, Fortis and Santander said in a separate statement they considered their offer for LaSalle to be a superior proposal as it was "materially greater" than the Bank of America bid and would have led to public offer for ABN.
The RBS-led group is trying to buy ABN and beat out a $88 billion offer by Barclays for the Dutch bank, announced two weeks ago, along with the related deal to sell LaSalle to Bank of America.
Shareholders revolted against the Barclays and Bank of America deals, and succeeding last week in getting a court in Amsterdam to freeze the LaSalle sale.
ABN said it would let shareholders decide. "It is ABN AMRO's intention to hold an Extraordinary General Meeting, the details of which will be made available in due course, to enable shareholders to express their views on the alternatives available to them at that time."
A takeover of ABN would be the world's largest bank takeover.
Sources familiar with the matter said the consortium's offer for ABN was also conditional on the group not being exposed to any litigation related to the sale of LaSalle.
Bank of America sued ABN on Friday, seeking damages and a court injunction to block the sale of LaSalle to a rival bidder.