It reads a lot like the plot line for a new Drew Barrymore movie. ABN Amro (NYSE:ABN) is a nice, attractive global bank and financial services provider based in the Netherlands. U.K.-based Barclays (NYSE:BCS) likes ABN, and some heavy flirting has turned into a formal offer for ABN's hand in merger. Barclays made an all-share offer for ABN that amounts to roughly $91 billion -- a 33% premium to ABN's shares prior to the beginning of exclusive merger talks between the two.

Part of the reason ABN is so attractive is because it has been delivering such strong results. By year-end 2006, ABN had nearly doubled its revenue from 2002 and close to tripled its net income. It has also grown its assets aggressively, reaching $1.4 trillion as of March 31 versus $583 billion at the end of 2002. So it makes sense that Barclays might not be the only one making googly eyes at ABN.

Turning this love story into some strange love triangle, Royal Bank of Scotland, Fortis NV, and Banco Santander (NYSE:STD) have gotten together to make a competing bid for ABN. Not only is the bid more than 10% higher than Barclays' bid, but the RBS deal would also be done with 70% cash.

The hang-up
As always, stuck in the middle of all this are the kids, or one kid in particular. As part of the Barclays deal, Bank of America (NYSE:BAC) will be buying ABN subsidiary LaSalle Bank for $21 billion. This is a great transaction as far as ABN and Barclays are concerned, since they plan to focus mainly on investment banking and investment management in the U.S., as opposed to retail and commercial banking.

The RBS consortium, on the other hand, is bidding for all of ABN, including the Chicago-based LaSalle, and the sale of LaSalle would be an explicit deal-breaker for RBS. Some have gone as far as to suggest that the sale of LaSalle to Bank of America is a deliberate poison-pill tactic to cause RBS to lose its taste for the deal.

The last bite of the apple
For ABN management, the Barclays deal is pretty cozy. It's a fairly straightforward transaction, the two banks will combine, and top brass from ABN will more than likely find a nice new home at the new Barclays.

For ABN shareholders, though, this is really the last bite of the ABN apple. Sure, they can hold on, take shares in the new Barclays, and go along for that ride, but that's a whole new company. You'd now be talking about a massive global bank trying to integrate the largest banking transaction in history -- not a walk in the park for sure. So for me, it'd be pretty hard to overlook the competing bid from RBS.

It seems to me that oftentimes, particularly in sale processes, top executives can forget their place as stewards of the company for the shareholders. Putting together a major banking merger is all well and good, but not when you have the potential to generate more value for the shareholders through a different buyer. Not only does it seem as if ABN is not aggressively looking for higher offers (isn't that what the "go shop" is about anyway?), but it also seems to be actively making it difficult for the one additional party that is knocking at the door.

In this case, shareholders do have the advantage of having activist fund The Children's Investment Fund working on their side to agitate for the best deal. But as the recent closing of the Citigroup (NYSE:C) / Nikko Cordial deal showed, dissident shareholders don't always end up getting their way.

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Fool contributor Matt Koppenheffer is currently ranked 2,348 out of 28,200 Fools participating in The Motley Fool's CAPS service, and he encourages everyone to get heard. He owns shares of Bank of America, but does not own shares of any of the other companies mentioned. The Fool's disclosure policy doesn't fear the reaper.