Royal Bank of Scotland (RBS) Chief Executive Fred Goodwin (centre) stands with Fortis' Chief Executive Jean-Paul Votron (left) and Emilo Botin, chairman of Santander, before a media briefing at the Edinburgh International Conference Centre in Edinburgh, Scotland, April 25. The RBS-led group on Monday made a hostile takeover bid for Dutch rival ABN Amro. - Reuters

ABN Amro NV has received a hostile US$96.4 billion takeover offer from a group of banks led by Royal Bank of Scotland Plc and a US$24.5 billion bid for its Chicago-based banking unit. ABN said Monday it will submit both offers to shareholders without its endorsement.

RBS' cash and share bid for ABN Amro tops an earlier friendly all-share bid for ABN by Barclays Plc, worth around US$87.1 billion at Barclay's closing share price Friday. But ABN said it couldn't endorse the higher offer because of conditions attached to it.

Either deal for ABN Amro would be the largest in banking history.

The RBS offer for ABN Amro is conditional on the success of a US$24.5 billion side deal for ABN's Chicago-based U.S. subsidiary, LaSalle Bank Corp.

Filed suit

Bank of America Corp (BofA)has already agreed to buy LaSalle for US$21 billion, and filed suit Friday in U.S. District Court in New York seeking unspecified damages from ABN if that deal falls through.

ABN said Monday it had rejected the RBS "acquisition proposal for LaSalle ... as a result of the uncertainty and execution risks."

The uncertainty and execution risks are partly self-imposed: ABN's management agreed to sell LaSalle to BofA without shareholder approval, in what was widely seen as a poison pill measure designed to frustrate the consortium and help the Barclays deal go through.

But it was sharply rebuked for doing so by a Dutch court Thursday.

ABN's boards had "misunderstood" their duties, the ruling by the Amsterdam Superior Court said, by trying to present shareholders with a 'done deal' that may not be in their best interests.

ABN said Monday it would call a meeting of shareholders to discuss the situation and the rival bids, without setting a date.

ABN Amro said it could not endorse the RBS bid of euro38.40 (US$52.08) per ABN Amro share - despite its being worth at least 10 per cent more than the euro34.64 (US$46.98) offer from Barclays because it was "subject to numerous further conditions."