Amsterdam, Netherlands – ABN Amro received an industry record takeover bid of $95.5 billion Tuesday from a group led by Royal Bank of Scotland PLC, but its shares fell as the Dutch bank’s earlier decision to sell its U.S. arm to Bank of America still clouded prospects for a quick deal.
The offer by the RBS-led consortium of $51.59 per share, about 10 percent higher than the bid on the table from Britain-based Barclays PLC, is contingent on the Chicago-based LaSalle Bank Corp. sale to Bank of America not going forward, and also sets aside around $2.49 billion to pay potential claims or a settlement to Bank of America.
What will happen next depends on who acts first: the courts or ABN Amro’s shareholders.
The Netherlands’ Supreme Court is to rule on an appeal against an order to freeze the LaSalle sale by early July. But with an offer from RBS on the table, ABN shareholders with at least a 10 percent stake could override management and call for a meeting in six weeks to voice their preference on the LaSalle sale or either offer.
The mostly cash offer by the RBS-led group for ABN Amro Holding NV is worth at least 10 percent more than the all-share offer from Barclays worth $46.93 at current levels.
But ABN Amro’s shares fell 0.8 percent to $48.18, suggesting investors have serious doubts about which bid will prevail.



