Dutch court halts ABN's LaSalle sale, counterbid seen

AMSTERDAM, May 3 (Reuters) A Dutch court told ABN AMRO on Thursday to freeze its billion sale of U.S. unit LaSalle, dealing a blow to its agreed takeover by Barclays and making it easier for a rival group of suitors to bid for the whole of ABN.

Barclays said it would push ahead with its billion merger with ABN, which has the blessing of ABN's management, but sources familiar with the matter said the Royal Bank of Scotland would go forward with a counterbid for LaSalle against the billion being offered by Bank of America in order to clinch the Netherlands' biggest bank.

Judge Huub Willems' decision at the Dutch commerical court, delivered to a packed courtroom in a canalside building in Amsterdam, could trigger a complicated legal battle. Bank of America has already said it could take legal action over LaSalle -- on top of a potential 0 million break-up fee it would receive -- and Barclays may also sue if its deal flounders.

Investors, hedge funds and RBS, along with partners Santander and Fortis, had demanded that ABN put the LaSalle deal to a shareholder vote since it made it difficult for others to counterbid for the whole of ABN.

The consortium has indicated that it is willing to pay as much as 72 billion euros for all of ABN, and will be allowed under Dutch regulations to make a public offer for the company as early as Friday.

Dutch investor group VEB, with the support of shareholders representing up to 20 percent of ABN's shares, took its case to the Dutch commercial court in Amsterdam Saturday, asking for an injunction against the sale and an investigation.

''This is a great, great victory for shareholders,'' said Peter Paul de Vries, the VEB's chairman.

ABN Chief Executive Rijkman Groenink had argued that the structure of the deal with Barclays and Bank of America, where rival bidders were encouraged to place offers for both, was the best way to deliver the highest price for ABN to shareholders.

Any deal to buy ABN would be the biggest banking merger ever. Barclays wants to increase its exposure to fast growing markets in Brazil and Asia while the consortium would seek to beef up operations in Europe, a sector ripe for consolidation.

ABN, which has until June 14 to appeal, had argued the sale of LaSalle was not a ''major transaction'' requiring approval, as it amounted to less than a third of the bank's total value.

The notice period needed for a shareholders' meeting at ABN is a minimum of 15 days, meaning the sale could now be on hold for as least that long.

''Since the LaSalle deal is now blocked, (the trio) can come up with a formal bid where LaSalle can be one of the assets they can acquire,'' Jan Leroy, a fund manager at Petercam Asset Management said.

''It clearly removes the first hurdle for a formal bid.'' Analysts said the decision gave the RBS-led consortium more time to put together a bid -- as the May 6 deadline on counterbids for LaSalle would apparently no longer stand -- but most said they still expected an offer within days.

RBS will most likely make its offer for ABN conditional on LaSalle being included in the deal, sources familiar with the matter.

TROUBLE AT THE TOP At a chaotic shareholder's meeting last week, investors grilled Groenink and Chairman Arthur Martinez over the deal with Barclays and Bank of America, saying that they wanted to be able to choose the highest bid for their shares.

The decision to freeze the LaSalle sale and consider an investigation into the decision processes behind it is a clear blow for ABN's Groenink, who said the Barclays bid was an offer that would build and not break up the Dutch bank.

De Vries said he expected Groenink to be replaced within a day: ''Groenink is not the person who should lead this process or be CEO of the bank,'' De Vries said.

Groenink was not at Thursday's ruling.

Activist hedge fund TCI, whose campaign to break up ABN earlier this year accelerated the takeover battle, welcomed the court decision, and also renewed its call for the supervisory board to sack Groenink and take control of the bank's sale.

A spokesman for BoA said the bank was reviewing the judge's decision and declined to comment further.

ABN AMRO shares closed up 1.9 percent after the ruling at 36.6 euros -- below RBS's proposed 39 euros a share but above the 35.8 per share value of a Barclays bid.

Barclays shares ended the day up 3 percent.

''It wasn't the greatest deal for them, and people weren't sure on the cost synergies,'' Tania Gold, analyst at Dresdner Kleinwort in London said.

A spokesman for ABN declined to comment, saying that the ruling spoke for itself. Fortis also declined comment.

REUTERS PBB BST0056