NETHERLANDS - A group of six Dutch pension fund-heavyweights yesterday voted against and displayed harsh criticism of Belgian-Dutch financials group, Fortis' proposal for the potential ABN Amro takeover.

Major pension funds ABP, PGGM, Railway Pension Fund SPF, the Pension Fund for the Printing Industry, the industry-wide pension fund for the metalworking and mechanical engineering PMT, Pensioenfonds Openbaar Vervoer, and Mn Services all voted against the bank's proposals during the second of Fortis' extraordinary general meetings (EGMs) of shareholders yesterday.

"We think Fortis underestimates the risks of a takeover with the two other banks [Banco Santander and Royal Bank of Scotland], and the split that follows," a spokesman for pension servicing company Mn Services, told IPE today on behalf of the group.

"The same counts for the risks involved in the integration of the ABN Amro sections into Fortis," the company added.

The group of seven companies, which between them hold around 1% in ABN Amro, fears the integration of the various parts of ABN Amro, which in certain cases are larger than those of Fortis itself, will not go smoothly.

Asked if this would not deliver any real value, Mn Services commented: "We have purely looked at the proposals as a shareholder of Fortis and this has lead to our negative vote."

Similarly, the group thinks Fortis is over-optimistic about the synergy advantages and proceeds the entire transaction will bring for Fortis itself, but also for the shareholders, as the spokesman stressed "we are not convinced".

Despite the concerns of the pension funds, over 90% of votes backed the Fortis' proposed purchase of the Dutch bank at the EGMs in Brussels and Utrecht yesterday.

IPE yesterday reported the purchase would see Fortis triple its asset management business with the takeover of ABN Amro's €254bn global asset management arm.

Shareholders also voted in favour of the €13bn rights issue Fortis needs to finance the acquisition, which also would include ABN Amro's Dutch operations and its global private clients unit.

Mn Services speculated other shareholders might have looked more towards the future situation of ABN Amro when deciding how to vote, while the group of pension funds has purely looked at its interests as Fortis shareholders.

In a separate comment, the €86bn PGGM fund told IPE today: "The structure of this acquisition is extremely complex, namely for Fortis which wants to acquire ABN Amro Netherlands, and we think that the chosen corporate governance structure of RFS, the partnership company with which RBS, Foris and Santander brought out their public bid for ABN Amro, is unfavourable for Fortis."

ABP and financial services firm Delta Lloyd, also ABN Amro shareholders, spoke out last month against an external committee tasked with overseeing the takeover of the Dutch bank.

Both claimed Dutch shareholder rights group VEB's proposal to install three external commissioners to oversee the takeover battle for ABN Amro would cause too much confusion and delay.

Fortis was unavailable for comment at the time of publication.

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