Fortis encountered severe problems in the financial crisis of 2008, not least as a consequence of participating in 2007 in the joint acquisition of ABN AMRO together with Royal Bank of Scotland Group and Banco Santander.
In 1993, Fortis acquired a majority stake in ASLK / CGER, a major Belgian bank, and took full ownership in 1999; meanwhile ASLK / CGER in 1995 acquired Société Nationale de Crédit à l'Industrie (Nationale Maatschappij voor Krediet aan de Nijverheid, SNCI/NMKN), another significant Belgian bank.
In the UK it acquired Dryden Wealth Management from Prudential Financial on 4 October 2005, but sold insurance activities in the United States from 2000 onward.
The take-over price was felt to be on the high side (on February 26, 2009, the Royal Bank of Scotland announced to book a loss of over £16 billion on its share in ABN-AMRO).
However, by June 2008, Fortis announced that an international financial crisis was coming and that it needed to fortify its capital by raising an additional €8.3 billion.
[7] A major worry was the upcoming future write-off on ABN-AMRO: the price paid included a huge amount for intangibles that could not be put on the balance sheet.
In an analysis of December 12, 2008 (six months after the events), Het Financieele Dagblad describes that in drawing up the plan, Fortis had disregarded the effects on the shareholders.
Only some rather unusual shareholders, the Dutch ABP, the Russian Millennium, the Libyan LIA and the Chinese Ping An were prepared to buy anew, but demanded a 25% discount and the assurance that further measures were taken.
Votron was succeeded as CEO by Herman Verwilst, who after a few weeks held a press conference to introduce himself and to reassure the shareholders that Fortis was solid.
According to the Fortis's Shareholder Circular of November 20, it was only on Friday, September 26, that liquidity problems began, with large withdrawals by business customers, due to the bankruptcy rumours.
[17] Fortis then became subject of discussion on an emergency meeting of the Dutch and Belgian minister of finance and financial regulators, and rumours about partial or total takeovers are spread.
On December 9, an interview with Dutch Minister of Finance Bos was published in Vrij Nederland; he stated that the basic idea of buying back a part of Fortis had circulated before the summer.
[24] Initially, the Belgian Prime Minister Leterme welcomed the Dutch (and Luxembourg) take-over as good news for customers, shareholders and personnel, saying that this provided a solid foundation for the future.
[26][27] In a TV appearance on Sunday October 5, DNB-president Nout Wellink reminisced on the negotiations, revealing that the Dutch, in the end, had paid more than strict market value, to help out the Belgians.
This was affirmed later in an analysis by Het Financieele Dagblad, which stated that the Dutch had been left out of the negotiations entirely, until they included themselves in, at a late stage, but at a disadvantage, causing friction and distrust.
In an after-the-fact analysis (November 20), De Tijd reports that on Saturday October 4 both Fortis and the Belgian government went into emergency meetings, but separately.
Fortis re-calculated what the remaining company could do, and figured it could earn €1.7 to 2 billion annually; a presentation to that effect was put together for the benefit of the government (this was never actually shown).
Apparently, a major factor in the thinking of the government was the storm raised in the press, on how the Belgians had lost out to the Dutch, and how Belgium had been left with the rotten parts of the company; this led to an atmosphere of defeatism, and they just wanted to be rid of the mess.
Data released on 14 November 2008 (for the special, dual meetings of shareholders on December 1 and 2), show Fortis booking a €24.6 billion loss (circa €10 per share) on the sale of its parts.
[39] On November 15, the Belgian newspaper De Standaard reported that BNP Paribas had re-opened the negotiations on October 8, and had demanded to decrease the agreed-on price.
Apparently this was the reason for the suspension of the trade in shares, although neither Fortis Group nor the Belgian Government at any point prior to November 15 reported on what was happening or how this affected the value of the assets remaining in the holding.
[40] In response to the press report, Belgian politicians put the blame for the deception squarely with Fortis Group, pointing out that the Government had given out the details, but that the media had not picked up on it (among the welter of operations in support of banks).
A multitude of legal proceedings was threatened, and some were indeed effected: Fortis announced to hold shareholder meetings on December 1 and 2, in The Netherlands and Belgium, with the convocation appearing on November 14.
Under Belgian law, approval by more than 50% of the capital (or a simple majority, in a second meeting) is required for a company suffering this bad a loss to be allowed to continue to exist.
However, Ping An (a major shareholder in Fortis Group, holding 4.8%) has demanded that approval of the sale is put on the agenda, and has announced to be willing to go to court over the matter.
At the meetings, the board took the position that they too were heartbroken, but that they could not help any of it and that if the EU and government measures in support of banks had been put in effect a few days earlier there would still be a Fortis.
At the meeting in Utrecht, attended by well over a thousand shareholders representing slightly over 20% of the capital, the proposal to appoint Davignon as chairman of the Supervisory Board just scraped by (50.6%).
Immediately following the February 11 meeting the main participants emphasized maintaining their earlier point of view; also that the customers of Fortis Bank had nothing to worry about.
[218] On the eve of the April 28 meeting Modrikamen sought an injunction to exclude 170 million shares from voting; these were registered on the Cayman Islands and looked fishy.
[251][252] The April 28 meeting, in Ghent, was attended by some 3000 shareholders; Modrikamen personally held a speech that led to the board being pelted with shoes and coins.