LONDON: Royal Bank of Scotland, the British bank, and two other European lenders offered \72.2 billion for ABN AMRO on Wednesday, sparking the biggest-ever takeover battle in the banking industry.

RBS, together with Banco Santander Central Hispano, Spains largest bank, and Fortis, a Belgian banking group, offered \39, or $52.98, a share in stock and cash for ABN, the largest Dutch bank.

The offer, 70 percent in cash and the rest in stock, is worth a total of $98.5 billion; it trumps the \36.25-a-share, all-share offer Barclays made Monday by about 13 percent.

“The banks believe that the potential transaction will create stronger businesses with enhanced market positions,” the RBS consortium said in a statement announcing the new offer, “and growth prospects in each of ABN AMROs main markets.”

“The banks believe that execution risk would be lower than in a transaction with Barclays,” the statement said.

The proposal also includes ABNs final 2006 dividend of 60 euro cents a share.

The bid is contingent on ABN keeping LaSalle Bank, its U.S. subsidiary, which RBS has identified as one of the Dutch banks most attractive assets. It is also subject to ABN opening up its books in full for inspection by the bidding group.

ABN said Monday that it had agreed to sell LaSalle to Bank of America, in what was widely seen as a move by ABNs board to torpedo an RBS counterbid. The deal reportedly angered RBS and some dissident ABN shareholders.

A successful acquisition by the RBS group would likely lead to a breakup of the ABN banking conglomerate, allowing the most valuable portions to be distributed among the consortium partners. ABNs board has repeatedly made clear that it opposes such a move.

Rijkman Groenink, the Dutch banks chief executive, has also said that he prefers a combination with Barclays, which would create one of the biggest global banks, rather than any deal that would divide the lender into pieces.

Analysts have argued that the opposition to splitting up ABN means that the takeover will not be decided on price.

Groenink said Monday that the Barclays option offered the best possible long-term value for shareholders.

Nonetheless, shareholders may still opt for the higher takeover offer, analysts said. The Childrens Investment Fund, an activist hedge fund with a stake in ABN whose pressure on the banks management to focus on shareholder value triggered the takeover talks with Barclays earlier this year, said on Wednesday that the RBS groups offer was “compelling.”

The London-based fund, which owns less than 3 percent of ABN, also called on the Dutch lender to allow the RBS group full access to the financial information it has given Barclays. The fund also wants the ABN board to recommend the RBS offer and terminate the sale of LaSalle.