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London/Amsterdam, April 25 (Reuters): A trio of banks, led by the Royal Bank of Scotland (RBS), has proposed a 72-billion-euro ($98 billion) bid for ABN AMRO. The move threatens to thwart an agreed takeover by British rival Barclays.

The RBS group, which also includes Spain’s Santander and Dutch-Belgian bank Fortis, said on Wednesday it planned to offer 39 euros a share for ABN AMRO, made up of 70 per cent in cash and 30 per cent in RBS shares.

That would beat the all-share bid announced on Monday by Barclays — worth about 64.8 billion euros or 35 euros per share at current market prices — and could trigger the world’s biggest bank takeover battle.

But the consortium said a precondition of its offer was scrapping ABN’s $21-billion deal to sell its US business LaSalle Bank to Bank of America (BoA).

LaSalle is ABN’s most attractive asset for RBS, which has the biggest US presence of any overseas bank. The swift sale of the bank — announced on Monday after four days of due diligence and with a $200-million break fee — was seen as an effort by ABN and Barclays to put off rivals.

A bid by RBS and its partners would result in a break up of ABN, an option ABN’s management has shunned. Sources, however, said the RBS deal would involve less cost-cutting and therefore fewer job losses than under Barclays’ deal, which would cut 23,600 positions.

“If this was a fair fight and there wasn’t this poison pill, this would be an open and shut case as of this morning,” analyst Alex Potter at Collins Stewart said. “However, dealing with the way the LaSalle sale has been constructed, it’s all about whether there is some way of that being withdrawn,” he said.

Responding to criticism of the LaSalle deal, ABN published details on Wednesday, including the terms under which the deal could be broken. The bank elaborated on a “go shop” clause which means it can solicit higher bids for the Chicago-based bank.

An alternative bidder had to come up with an offer until midnight on May 6.

RBS’s approach came on the day of ABN’s shareholder meeting and the Scottish bank’s own annual meeting. ABN shareholders are set to vote on a break-up proposal tabled by activist hedge fund TCI in the meeting.

In a show of unity, the CEOs of RBS, Santander and Fortis are due to hold a news conference in Edinburgh. Sources said ABN would respond to RBS within hours today, acknowledging the proposal.

Under pressure from shareholders, ABN may meet the RBS group and request for more information on financing before allowing them due diligence, sources added. But a meeting is unlikely today or tomorrow, when RBS, Barclays and ABN have their shareholder meetings, although ABN could discuss its next move at a board meeting on today.

The Dutch bank, analysts and bankers say, now faces three options — enter into talks with RBS, see if Barclays will raise its offer, or try to find an alternative break-up plan.

ABN AMRO shares jumped more than 5 per cent to 37.2 euros today, trading at 36.5 euros at 1035 GMT — still well below the potential value of an RBS offer. Barclays shares were up 1.9 per cent at 726 pence.

“The markets are telling you that we are a long way from the end game,” said Mark Sartori, head of sales and trading at brokerage Fox-Pitt, Kelton.