A group of 1,731 Fortis shareholders had objected to the proposed sale, saying they should have been consulted beforehand on the deal. The court disagreed and threw out their challenge, but did order an enquiry into the issue of whether the sale price was high enough.
Fortis said it welcomed the clarity that the ruling provided on the deal, which is expected to close in December, adding that it believes the transaction is the best option ?to rebuild trust" and provide the best guarantee for further development of its services.
The past few months have been turbulent for the company. At the end of September it was announced that the governments of Belgium, the Netherlands and Luxembourg had bailed it out by investing a total of 11.2 billion euros (8.91 billion pounds) in the company (BestWire, Sept. 29, 2008). The intervention was said to be because of extreme swings in the share price of Fortis. A week later the Dutch government announced that it was acquiring Fortis Bank Nederland (Holding) N.V., including Fortis?s interest in ABN Amro Holding N.V., and its Dutch insurance activities for a total of 16.8 billion euros. BNP Paribas is to buy up the Belgian and Luxembourg holdings of Fortis, as well as its international banking franchises.
Fortis will now hold two general meetings of shareholders, one for shareholders of Fortis N.V. in the Dutch city of Utrecht on Dec. 1 and in the other for shareholders of Fortis S.A./N.V. in the Belgian capital Brussels on Dec. 2. In these meetings the company will start by giving comments on and justification for its recent decisions, including the interventions by the Benelux governments and the BNP Paribas deal.
In an explanatory note sent out to shareholders the company, Fortis said that in the face of what it described as ?mounting turmoil,? it had to safeguard the interests of all stakeholders by ensuring that the operations of its large banking and insurance units would continue to function. In the prevailing market conditions, this could only be realized by agreeing to sell its main banking and insurance activities to available strong parties.?
Shareholders will vote on the composition of the board of directors, where five new members will make up the board, including Etienne Davignon as chairman and Karel De Boeck as chief executive officer. Current board members Richard Delbridge, Clara Furse, Reiner Hagemann, Jacques Manardo, Aloïs Michielsen, Ronald Sandler, Rana Talwar, Herman Verwilst and Klaas Westdijk will all resign from the board as soon as the new appointments are confirmed.
Fortis did not return calls on requests for more information on either the court case or the shareholder meetings.
(By Marc Jones, London news editor: marc.jones@ambest.com)

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