ABN Amro Holding NV said yesterday merger discussions with Barclays Plc may not lead to a deal, and the Dutch bank will consider other options, including remaining independent, if talks fail.

ABN Amro also urged investors to reject a proposal by TCI Fund Management to break up the Amsterdam-based company at its April 26 shareholders' meeting.

"It is not clear yet if our talks with Barclays will lead to a merger proposal," ABN Amro said in an e-mailed statement yesterday. If negotiations are unsuccessful, "we will not only look at our standalone future but also at other alternatives."

Chief Executive Officer Rijkman Groenink, who failed to meet the targets for investor returns that he established six years ago, is in talks with London-based Barclays about a possible combination that would be the world's largest financial-services acquisition. At the same time Groenink is warding off calls from investors to break-up the company, and for more time to allow suitors to come forward.

"ABN Amro still has too much confidence in its own strategy," said Gert-Jaap Kraan, an analyst at Theodoor Gilissen Securities in Amsterdam. The company should pay more attention to the wishes of shareholders, said Kraan.

TCI, a London-based hedge fund, is reviewing ABN Amro's agenda for the shareholders meeting and doesn't plan to comment "for the time being," spokesman Paul Kaju said.

ABN Amro shares fell nine cents to 32.26 euros at 9:23am yesterday in Amsterdam, valuing the company at 61.6 billion euros (US$82.2 billion), Bloomberg News reported. The stock price has risen 32 percent this year.

Barclays, the third-largest bank in the United Kingdom, said on March 20 it was in exclusive talks to buy ABN Amro. Together they'd rank as the world's sixth-largest bank, with a market value of more than US$160 billion, just behind New York-based JPMorgan Chase & Co.

Barclays President Robert Diamond said on Tuesday he is "very confident" about the talks to buy ABN Amro. "We are in a very strong position," Diamond said.

Barclays Chief Executive Officer John Varley and Diamond have had "terrific meetings with shareholders," he told reporters.