Barclays buys ABN for 46 billion pounds

By Steve Slater and Reed Stevenson

LONDON/AMSTERDAM (Reuters) - Barclays has agreed to buy Dutch rival ABN AMRO for about 67 billion euros (46 billion pounds) in shares as it attempts to fight off rivals to clinch the world's biggest bank takeover.

The deal will boost Barclays' exposure to fast growing markets in Brazil and Asia and secures a deal for ABN's management at a one-third premium to its share price before talks began a month ago. However, there remains a strong threat of a counter-offer from a rival group led by Royal Bank of Scotland.

ABN will sell its Chicago-based U.S. bank LaSalle to Bank of America for $21 billion (10.5 billion pounds) in cash, and the deal with Barclays will be conditional on LaSalle's sale, the banks said.

ABN Chairman Rijkman Groenink recommended the merger with Barclays as the "best option" for shareholders.

The RBS-led consortium, which also includes Spain's Santander and Dutch-Belgian group Fortis, would break up ABN.

The consortium, favoured by activist hedge fund TCI, a major ABN investor, had been due to meet Groenink to discuss its plans on Monday afternoon but postponed, saying they wanted more information on the deal to sell LaSalle.

Barclays said it would offer 3.225 shares for each ABN share, equivalent to 36.25 euros a share at Friday's closing price including ABN's final dividend.

It would create the world's fifth biggest bank with a market value of about $190 billion and 47 million global customers, and would fulfil Barclays' ambition to join the top tier of global banks and reduce its reliance on the mature UK market.