RBS group strides towards hostile ABN offer

LONDON, Apr 27 (Reuters) Three banks led by Royal Bank of Scotland on Friday prepared the way for a hostile bid for ABN AMRO, increasing pressure on the Dutch bank to look beyond an agreed deal with Britain's Barclays.

The consortium, which also includes Santander and Fortis, formally notified ABN on Friday of their intention to make a public offer -- a day after ABN shareholders backed a motion to break up or sell the bank -- even though they have not been given unconditional access to ABN's books.

''Under Dutch regulation, this is effectively the announcement of a hostile bid,'' analyst Jean-Pierre Lambert at Keefe, Bruyette&Woods said. ''This indicates the consortium is quite serious. They can make an offer based on available public financial information.'' The consortium earlier this week proposed a 72 billion euro ( billion) bid for the ABN, mostly in cash, trumping an agreed all-share deal from Britain's Barclays worth around 65 billion euros at current prices. Either deal would be the biggest bank takeover to date.

The RBS-led group has not ruled out sweetening its offer and has leeway to do so, sources familiar with the matter said.

The banks, who say they want to meet with ABN's board as soon as possible, have said their proposed offer is conditional on ABN scrapping its planned sale of U.S. unit LaSalle -- a key asset for suitor RBS -- to Bank of America.

The conditions of that billion sale, which include a ''go-shop'' clause allowing ABN until midnight on May 6 to seek higher bids, prompted the statement on Friday.

Under Dutch law, a bidder can either agree an offer with management or must give 7 days' notice of its intentions. A suitor cannot announce a price without giving the target a chance to discuss the offer during that week.

A 7-day period from the notification late on Thursday would end late next week -- days before the LaSalle sale closes.

GOING HOSTILE? ''The consortium want an agreed bid, but they also want to ensure the right to make an offer anyway,'' one source familiar with the matter said.

Another source close to the matter said: ''This is a procedural move. It keeps the options open.'' That source added the banks had not yet signed a controversial confidentiality agreement that would allow them access to ABN's books.

''Does it signal an intention to go hostile? Yes, I think it does. And it also signals that RBS does not view the LaSalle obstacle as insurmountable,'' said Antony Broadbent, analyst at Sanford Bernstein in London.

The consortium is likely to have been encouraged by two-thirds of ABN's shareholders on Thursday voting in favour of a proposal to sell or merge parts or all of the bank. A Dutch commercial court will also hear a lawsuit on Saturday by shareholders group VEB to freeze the LaSalle sale.

''It feels like the pendulum has definitely swung towards RBS and the consortium and away from Barclays, but the consortium is still rife with complexities and difficulties,'' Broadbent added.

Barclays and its rivals are attracted to ABN's exposure to fast growing markets such as Brazil, Asia, Italy and investment banking. The Dutch bank has come under pressure from its investors after years of underperformance.

ABN's management favours a deal with Barclays, saying it wants to build up the business rather than break up the bank.

It has said it will allow the consortium due diligence subject to the confidentiality clauses. The banks later said the clauses included an unacceptable ''standstill'' provision -- precluding an unsolicited offer for a year.

Shares in ABN and Barclays rose as the consortium's chances of success improved. By 0950 GMT ABN shares were up 0.9 percent at 36.6 euros -- just above the Barclays offer, worth 35 euros at current prices, but still well below the RBS consortium's 39 euro-a-share offer, indicating market expectations of a drawn out fight for ABN.

Barclays shares were up 1.6 percent. RBS, Santander and Fortis shares were all down about 1 percent.

The consortium said under Dutch regulation it is not permitted to provide details of the price they had indicated in their notice to ABN's boards.

(Additional reporting by Mathieu Robbins, Steve Slater and Mark Potter in London, Reed Stevenson in Amsterdam) REUTERS PBB RN1652