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Case No COMP/M.4692 - / ABN AMRO

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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 06/08/2007

In electronic form on the EUR-Lex website under document number 32007M4692

Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 06/08/2007 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of SG-Greffe(2007) D/204945 Council Regulation (EC) No 139/2004 concerning non- disclosure of business secrets and other confidential PUBLIC VERSION information. The omissions are shown thus […]. Where possible the information omitted has been replaced by MERGER PROCEDURE ranges of figures or a general description. ARTICLE 6(1)(b) DECISION

To the notifying party

Dear Sir/Madam,

Subject: Case No COMP/M.4692 - Barclays/ABN AMRO Notification of 02.07.2007 pursuant to Article 4 of Council Regulation No 139/20041

1. On 2 July 2007, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (the "Merger Regulation") by which the undertaking Barclays PLC ("Barclays", UK) acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking ABN AMRO Holding N.V. ("ABN AMRO", the ) by way of public bid announced on 23 April 2007.

2. After examination of the notification, the Commission has concluded that the operation falls within the scope of the Merger Regulation and does not raise serious doubts as to its compatibility with the common market and the EEA agreement.

I. THE PARTIES

3. Barclays is a global financial service provider active in retail and commercial banking, credit cards, , wealth management and investment management services. It operates over 60 countries and, within the EEA, it is predominantly active in the UK ([…] of its EEA 2006 turnover).

4. ABN AMRO is an international banking group active worldwide. ABN AMRO is active in four principal customer segments: personal banking, , business and commercial clients and corporate and institutional clients. In the EEA, ABN AMRO is predominantly active in the Netherlands ([…] of EEA 2006 turnover) and ([…] of EEA 2006 turnover).

1 OJ L 24, 29.1.2004 p. 1.

Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - . Telephone: (32-2) 299 11 11. II. THE OPERATION

5. On 23/04/2007 Barclays announced its intention to launch a public tender offer for the acquisition of the entire issued share capital of ABN AMRO. The offer is conditional upon the acquisition of at least 80% of ABN AMRO's share capital.

III. CONCENTRATION

6. As a result of this transaction, Barclays would exercise sole control over ABN AMRO. The proposed transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

IV. COMMUNITY DIMENSION

7. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion2. Each of Barclays and ABN AMRO has a Community-wide turnover in excess of EUR 250 million, but they do not achieve more than two-thirds of their aggregate Community-wide turnover within one and the same Member State. The notified operation therefore has a Community dimension pursuant to Article 1(2) of the Merger Regulation.

V. COMPETITIVE ASSESSMENT

A. RELEVANT MARKETS

Relevant product markets

8. The proposed concentration concerns the banking and insurance sectors in the EEA.

Banking sector <