But ABN AMRO was not going to go down without a fight. On 25 May it launched a counter-bid for Générale de Banque at a price 15% higher than the Fortis AG offer. ABN AMRO s boss Jan Kalff promised that a takeover of Générale de Banque would not have a negative effect on employment. He wanted to set up a structure in Brussels that would umbrella the retail banking business in Europe, keeping the other activities and international expansion at Dutch headquarters. Everyone was taken by surprise by this counter-move, including the Belgian government which was keen to see the creation of a major financial institution whose decision-making centre would be in Belgium.

The hopes of ABN AMRO were quickly dashed. At the moment when it announced its counter-bid, Fortis already held around 35% of Générale de Banque s capital. On 5 June 1998, the Fortis AG Board of Directors took the decision to raise their offer for the remainder of the shares, topping the Dutch group s bid with an offer of 28,675 francs per share. This valued the bank at around 520 billion francs, rather than the 410 billion a few weeks earlier. To this end, Fortis AG undertook a capital increase of 13 billion francs. The following day, the Générale de Banque Board, by a majority of eighteen directors to seven with one abstention, declared the ABN AMRO bid hostile and immediately announced a capital increase, within the authorised limits. The new shares were offered to the Fortis Group. At the end of the transaction, Fortis held a 41.2% stake in Générale de Banque. On 6 June, ABN AMRO withdrew its offer.

The creation of Fortis Banque and the integration of the banks acquired by Fortis in Belgium and the Netherlands (1999-2007)

Fortis acquisition of Générale de Banque considerably strengthened the banking side of the Fortis Group. In October 1988, the Group adopted a new operational structure which grouped the activities functionally into two areas. The majority of the insurance business at international level (apart from that of CGER Assurances) were brought together in an Insurance department based in the Netherlands, while the banking and placement businesses were brought under a Banking department based in Brussels.

In June 1999, a Belgian company, Fortis Banque s.a., was set up to create a single bank by integrating the various banks operating in the Benelux countries Générale de Banque and CGER in Belgium, and Generale Bank Nederland, VSB Bank and Mees Pierson in the Netherlands. When this internal restructuration took place, Générale de Banque was allotted a 100% share in Fortis Bank Nederland, a holding set up to enable the merger of the three banks of the Fortis Group which were operating under Dutch law VSB Bank, Generale Bank Nederland and MeesPierson. In June 2000, MeesPierson merged with Fortis Bank Nederland, bringing with it all its activities apart from the Private Banking and Trust business lines. This was the final step in the merger of the Fortis Banque entities operating in the Netherlands. All together they formed a network of 305 branches with 10,000 staff, and with a balance sheet total close to 65 billion euros.

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