Wyser-Pratte Urges Natwest to Stop Gaming the British Takeover Code in Its Bid to Remain Independent.

Business Editors

NEW YORK--(BUSINESS WIRE)--Feb. 4, 2000

The following was announced today by Wyser-Pratte:

Guy P. Wyser-Pratte, President of Wyser-Pratte &Co., who controls on behalf of investors approximately 1,000,000 shares of NatWest (&uot;NW&uot;) common stock, today urged NW's board to stop &uot;gaming&uot; the British takeover code by using the strawman defense in its attempt to remain independent. Mr. Wyser-Pratte said that &uot;we believe that NW's board has done nothing but frustrate the takeover bids of Royal Bank of Scotland (&uot;RBS&uot;) and Bank of Scotland (&uot;BOS&uot;) by using strawman arguments. We demand that NW's board stop 'gaming' the British rules with these ridiculous arguments, and set about the work of recommending to NW's shareholders one bidder or the other and commit to support the integration of the combined company. As long as NW's board keeps to its divide and conquer strategy, we will continue to support RBS's offer for NW.&uot;

NW argues that since others have failed to create value in merging their respective banks, RBS and BOS should not be allowed to purchase NW. Mr. Wyser-Pratte said, &uot;this is an arrogant and silly position which ignores the successful bank mergers. That others have failed does not mean these bidders will also fail; it simply means that the process of buying and merging a bank is not easy and has to be properly managed.&uot;

The relevant question that the NW board should answer is whether the bidders have learned from the mistakes of others? Mr. Wyser-Pratte said, &uot;I believe that the bidders have done so. The fact that these bidders did not overpay--we note that NW complains that the bids are too low--for NW is a good indicator that they have indeed learned, and that they are disciplined. This fact goes a long way to ensure that their respective transactions are capable of creating value for NW's shareholders because it lessens the pressures to find the enough synergies to pay for the premiums embedded in the offers.&uot;

In addition, NW makes the predictable arguments that criticize the bidders and bids. Mr. Wyser-Pratte said, &uot;criticizing a bidder and bid is standard operating procedure in defending a company against an unsolicited offer, and NW uses the standard arguments. These arguments, however, have not proven to be a 'show-stopper' in other contested takeover situations. For example, Mannesmann used many of NW's arguments to defend defending a company against an unsolicited offer, and NW uses the standard arguments. itself from Vodafone's unsolicited offer. Yet at the end of the day, Mannesmann's board recognized the wishes of its shareholders, put aside its criticism of Vodafone and its bid, and not only sold itself to Vodafone, but also pledged that Mannesmann would support the integration of the combined company. There is simply no valid reason why NW's board cannot do the same for its shareholders.&uot;

&uot;We believe that NW's shareholders support a sale of the company to a premium bid. We also believe that the NW board should not frustrate the wishes of its shareholders and 'game' the British takeover rules. Rather, we demand that NW's board now work to fulfill the wishes of its shareholders,&uot; Mr. Wyser-Pratte concluded.