LONDON (Bloomberg) — Royal Bank of Scotland Group Plc and two partners will revise their offer for ABN Amro Holding NV, the biggest Dutch bank, after a court decision on Friday invalidated their earlier bid of [EURO]71.1 billion ($98 billion).The new offer will be on "materially superior terms" to a rival bid by London-based Barclays Plc and depends on ABN Amro not making further asset sales, the Edinburgh-based bank said on Friday in a statement. Royal Bank's May 29 offer for ABN Amro would have been the biggest bank takeover in history.

Royal Bank's new bid reduces its proposed slice of ABN Amro after a court approved the sale of the Dutch bank's Chicago-based LaSalle unit to Bank of America Corp. for $21 billion. That was a victory for Barclays, which agreed to buy ABN Amro for [EURO]63.9 billion, excluding LaSalle. Royal Bank's group original offer depended on including the US bank.

"The Royal Bank consortium is in a strong position relative to Barclays in terms of bidding because it has higher synergies," said Len Riddell, who helps oversee $26 billion at Edinburgh-based Martin Currie Ltd., which owns Barclays and Royal Bank shares. "I therefore expect the consortium to gain control of ABN."

The Royal Bank group, which includes Banco Santander SA and Fortis, may not lower its new bid from the original [EURO]38.37 a share because it would get the $21 billion in proceeds from the LaSalle sale should they succeed in buying the parent company, analysts say. They also predict the new bid would be all cash.

Royal Bank and its partners are better able to cut costs and drive gains out of ABN Amro than Barclays, say analysts including London-based Antony Broadbent of Sanford C. Bernstein & Co. He cites Royal Bank's track record of successfully integrating acquisitions, including its $37.8 billion purchase of National Westminster Plc in 2000.

The Royal Bank-led group has said it can get [EURO]4.63 billion of cost and revenue gains out of ABN Amro annually by 2010, excluding LaSalle. That compares with [EURO]3.5 billion estimated by Barclays.

Royal Bank wants ABN Amro's Asian operations and corporate banking business. Santander, Spain's No. 1 bank, would expand into Italy and double its market share in Brazil with the acquisition of ABN Amro. Fortis, the largest Belgian financial-services company, is seeking the Dutch retail banking arm and ABN Amro's asset-management and private bank units.

Royal Bank, Santander and Fortis are scheduled to send their formal offer to shareholders by July 23. Barclays may have to seek a partner to help raise its bid for 183-year-old ABN Amro, analysts and investors say.