A consortium led by Royal Bank of Scotland unveiled a 71.1 billion euro ($95.7 billion) bid for ABN AMRO that included its disputed US bank and a higher cash component than indicated.
The group of banks said on Tuesday their offer was worth 38.40 euros per ABN share -- 30.40 euros in cash plus 0.844 new shares in RBS.
The consortium of RBS, Fortis and Santanderhas so far been rebuffed by ABN management, which has agreed to an all-share takeover by Britain's Barclays, is currently valued at 63 billion euros.
The banks said a condition of their offer is that the deal include the purchase of ABN's US arm, LaSalle Bank, which ABN agreed to sell to Bank of America for $21 billion at the same time that it agreed to be taken over by Barclays.
A Dutch commercial court has blocked the LaSalle sale, however, saying ABN shareholders should vote on it.
The consortium banks said they had held "amicable discussions" with Bank of America regarding LaSalle but that they had not resulted in an agreement. Newspapers have reported that the two sides have been talking about options that could include splitting the US assets.
In light of the uncertainty, a cash payment of 1 euro per ABN share would be deferred depending on the outcome of the situation, the banks said.
The consortium estimated aggregate cost savings of 4.23 billion euros and profit enhancements from revenue benefits of 1.22 billion euros by the end of 2010.
The proposed offer is not subject to any financing condition, with deals to raise capital fully underwritten, the banks said.
RBS's share of the deal would be 27.2 billion euros, or 38 per cent. Fortis would pay 24 billion euros, and Santander's share would be 19.9 billion.
Fortis intends to raise 15 billion euros through a rights issue and up to 5 billion euros of new Tier 1 capital and to release up to 8 billion euros of capital.
RBS plans to issue new shares worth about 15 billion euros to ABN shareholders, raise about 6 billion euros of new non-dilutive Tier 1 capital and finance the remainder of its share of the payment from internal resources.
Santander intends to raise 9.5 billion to 10 billion euros from a rights issue and convertible instruments and to finance the remainder through balance sheet optimisation, including leverage, incremental securitisation and asset disposals.
The banks said they would prefer to secure a recommendation for their offer from ABN AMRO's boards and to agree on a deal with Bank of America.