Legal Merger

ABN AMRO announces its intention to simplify the group structure through the execution of a legal merger between ABN AMRO Bank N.V. ("ABN AMRO Bank") and ABN AMRO Group N.V. ("ABN AMRO Group"). The proposed legal merger aims to improve regulatory capital ratios (including the leverage ratio), optimise administrative processes and lower administrative costs.

In the proposed merger ABN AMRO Group ceases to exist. As a result, shareholders in ABN AMRO Group become shareholders in ABN AMRO Bank and depositary receipts (DRs) represent shares in ABN AMRO Bank and retain the listing on Euronext Amsterdam. Holders of debt instruments continue to hold instruments issued by ABN AMRO Bank. A legal merger has no other material effects.

A legal merger is subject to approval from depositary receipt holders (DR holders), shareholders and regulators, including DNB and ECB. Subject to all necessary approvals, including regulatory approvals, the merger is expected to be executed in the course of 2019.

More information on the merger can be found in the circular (link below) and related documents. 

As stated above, the proposed merger will bring considerable benefits to the ABN AMRO organization, while it does not affect the rights of shareholders and DR Holders. Therefore, the executive board and supervisory board of ABN AMRO Group and ABN AMRO Bank unanimously support the merger. Stichting administratiekantoor beheer financiële instellingen (NLFI) supports and intends to vote in favour of the merger. Stichting Administratiekantoor Continuïteit ABN AMRO Group (STAK or Trust Office) will take the necessary steps to facilitate the decision-making required for the merger.

Important dates

  • 29 June 2019: merger becomes effective, ABN AMRO Group N.V. ceases to exist and ABN AMRO Bank N.V. becomes the remaining entity. Each DR represents one share in ABN AMRO Bank N.V.
  • 28 June 2019: notary to execute the merger deed
  • 27 March 2019: record date for first DR Holders Meeting, second DR Holders Meeting (if applicable) and the ABN AMRO annual general shareholder meeting 2019
  • 24 April 2019: Second DR Holders Meeting (if applicable)
  • 24 April 2019: ABN AMRO annual general shareholder meeting 2019
  • 18 April 2019: final registration date for receipt of proxy forms for the Second DR Holders Meeting (if applicable) and the ABN AMRO annual general shareholder meeting 2019
  • 9 April 2019: convocation by Trust Office of the second meeting of holders of DRs (if quorum is not met on First DR Holders Meeting) (Second DR Holders Meeting) 
  • 8 April 2019: First DR Holders Meeting
  • 5 April 2019: final registration date for receipt of proxy forms for the first meeting of holders of DRs (First DR Holders Meeting)

Links