ABN AMRO in €8.2 Billion Banca Antonveneta Tender Offer

May 11, 2006

Cleary Gottlieb represented ABN AMRO in its €8.2 billion mandatory cash tender offer for all outstanding ordinary shares of Banca Antonveneta, which was formerly listed on the Italian Stock Exchange. The offering settled on April 5, and Banca Antonveneta was de-listed effective April 6.

The offer followed ABN AMRO’s January 2 acquisition of a 25.9% stake in Banca Antonveneta from Banca Popolare Italiana and other sellers. The acquisition gave ABN AMRO (which previously held a 29.9% stake in Banca Antonveneta) a greater than 30% stake in an Italian listed company, and thereby triggered an obligation to offer the outstanding shares, marking the first time that a foreign bank acquired control of a listed Italian bank.

ABN AMRO is a prominent international banking group offering a wide range of banking products and financial services on a global basis through its network of approximately 4,000 offices and branches in 58 countries and territories. With consolidated assets of €881 billion, the ABN AMRO Group is one of the largest banking groups in the world. Banca Antonveneta is a leading Italian banking group with a strong presence in Italy’s wealthy northeastern region.