ABN AMRO in Acquisition of Banca Antonveneta Control

October 17, 2005

Cleary Gottlieb is representing ABN AMRO in the acquisition of control of Banca Antonveneta, a leading Italian banking group listed on the Italian Stock Exchange. The acquisition, which will mark the first time that a foreign bank acquires control of an Italian bank, is expected to close later this year pending regulatory approval.

In the transaction, ABN AMRO will acquire a 25.9% stake in Banca Antonveneta from Banca Popolare Italiana and possibly a 13.5% stake from Banca Popolare Italiana’s allies. Combined with its existing 29.9% stake, ABN AMRO will own up to 69.3% of Banca Antonveneta shares and will then launch a mandatory tender offer for the remaining shares. The purchase price implies a €8.2 billion valuation for Banca Antonveneta.

ABN AMRO’s effort to gain control of Banca Antonveneta began in March 2005 with the launch of a friendly tender offer. Banca Popolare Italiana launched a competing offer in April 2005. Cleary Gottlieb filed complaints with CONSOB (the Italian securities and exchange commission) on ABN AMRO’s behalf alleging that, in efforts to gain control of Banca Antonveneta, Banca Popolare Italiana and its allies had entered into a hidden shareholders’ agreement. CONSOB upheld these allegations, finding that a hidden shareholders’ agreement did exist and ordered Banca Popolare Italiana and its allies to launch a mandatory tender offer, which was then launched by Banca Popolare Italiana in May 2005. In addition to representing ABN AMRO in related intensive litigation proceedings in Italian courts, Cleary Gottlieb filed complaints with CONSOB and the Bank of Italy alleging that Banca Popolare Italiana violated European and Italian corporate, banking, and securities laws and regulations.

In response to ABN AMRO’s legal actions, the Milan Criminal Court seized the shares of Banca Antonveneta owned by Banca Popolare Italiana, its allies, and others. CONSOB then revoked its authorization to the competing and the mandatory offers launched by Banca Popolare Italiana. The Bank of Italy also revoked the authorization it had issued to Banca Popolare Italiana to take control of Banca Antonveneta.

As a result of all these actions Banca Popolare Italiana and its allies agreed to sell their Antonveneta shares to ABN AMRO.