ABN AMRO announces intention to execute legal merger

Press release -

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.

The Trust Office1 is expected to convene a meeting where DR holders will be requested to approve technical amendments to its articles of association and trust conditions in connection with the proposed merger. The Trust Office meeting requires a two-thirds majority vote.

The shareholder (NLFI) and DR holders are also requested to approve the legal merger in the general meeting of ABN AMRO Group. Subject to all necessary approvals, including regulatory approvals, the merger is expected to be executed in the course of 2019. 

The convocation of the general meeting of ABN AMRO Group will be published on 13 March 2019. More information on the proposed merger will be made available on www.abnamro.com/ir/merger.

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