15.12.2011 Official Journal of the European Union L 333/1 II (Non-legislative acts) DECISIONS COMMISSION DECISION of 5 April 2011 on the measures C 11/09 (ex NN 53b/08, NN 2/10 and N 19/10) implemented by the Dutch State for ABN AMRO Group NV (created following the merger between Fortis Bank Nederland and ABN AMRO N) (notified under document C(2011) 2114) (Only the English text is authentic) (Text with EEA relevance) (2011/823/EU) THE EUROPEAN COMMISSION, costs and obligations which stemmed from the consortium shareholders agreement (‘CSA’). The CSA described the rights and obligations of the three financial institutions (Fortis SA/NV, Banco Santander and Royal Bank of Scotland (RBS) or the three ‘consortium members) which had jointly bid for ABN AMRO Holding via the newly created legal entity ‘RFS Holdings’. On 7 October 2008, the Dutch State notified the Commission of its measures of 3 October 2008 (namely the acquisition of FBN for EUR 12,8 billion, the novation of long-term loans with a nominal value of EUR 16,1 billion and the short-term liquidity facility of EUR 45 billion, hereafter ‘the integrated transactions of 3 October 2008’) as measures not constituting State aid in order to get legal certainty on those measures. Since the measures had already been implemented, the Commission registered the case as an NN-case (that is, NN53b/08). Having regard to the Treaty on the Functioning of the European Union, and in particular the first subparagraph of Article 108(2) thereof, Having called on interested parties to submit their comments (') pursuant to Article 108(2) of the Treaty and having regard to their comments, Whereas: 1. PROCEDURE (1)  On 3 October 2008, the Dutch State acquired Fortis Bank Nederland (FBN) (namely the Dutch banking subsidiary of the financial holding company Fortis SA/NV (3)) including ABN AMRO Holding assets owned by FBN (ABN AMRO N) for an amount of EUR 12,8 billion. In the same transaction, the Dutch State also replaced Fortis Bank SA/NV, the Belgian banking (2)  During the negotiations leading to the acquisition of FBN on 3 October 2008, the Dutch State relied on an external valuation report by [...] (*), a copy of which was sent to the Commission on 15 October 2008. subsidiary of Fortis SA/NV, as obligee in loans to FBN with a nominal value of EUR 16,1 billion (?). The Dutch State also granted FBN a short-term liquidity facility of EUR 45 billion and agreed to indemnify Fortis SA/NV for () OJ C 124, 4.6.2009, p. 19 and OJ C 95, 15.4.2010, p. 10. 3 (3) Fortis SA/NV is also known as Fortis Holding. The pre-financial crisis (3) structure of Fortis SA/NV — which is relatively complex — is described in point (6) of the Decision of 3 December 2008. The holding company Fortis SA/NV had grouped its banking activities in the legal entity Fortis Bank SA/NV. Fortis Bank SA/NV on its turn was the owner of, inter alia, FBN. A so-called ‘novation’, a legal transaction whereby a party to an agreement is replaced with a new party leaving all other terms of the agreement unchanged. By letter dated 30 October 2008, the Commission informed the Dutch Ministry of Finance of its preliminary opinion that the measures of 3 October 2008 seemed to constitute State aid to FBN. On 20 November 2008, a meeting took place between the services of the Commission and the Dutch State. — = (*) [...] Covered by the obligation of professional secrecy