Eurobank S.A., a subsidiary of Eurobank Ergasias Services and Holdings S.A., announces to the investment community, in accordance with the provisions of Article 38 of the Public Takeover Offers Law of 2007-2022, that on April 9, 2025, the process of accepting the mandatory public takeover offer for the acquisition of up to 100% of the issued share capital of Hellenic Bank Public Company Limited was completed. The offer was submitted on February 11, 2025.
As of February 11, 2025, the date of announcement of the mandatory public offer, the Offeror held directly 385,847,001 shares of Hellenic Bank, representing 93.470% of the total issued share capital of Hellenic Bank. No shares were held by any person who, under the Law, is considered to be acting in concert with the Offeror, and there were no indirect holdings related to the Offeror.
According to preliminary results, the total acceptance rate of the Public Offer reached 4.989%, as Acceptance and Transfer Forms were submitted for 20,593,785 shares of the Target Company.
The total acceptance rate, when added to the 93.470% (385,847,001 shares) directly held by the Offeror at the expiration of the Public Offer on April 9, 2025, results in the Offeror securing a total direct participation of 98.458% (406,440,786 shares) in the issued share capital of the Target Company. It is noted that the final acceptance rate may vary if, upon the final review of the Acceptance and Transfer Forms, as well as the documents required to accompany these forms, it is found that there are incomplete or incorrect details, and therefore, they cannot be accepted.
According to the terms of the Public Offer and pursuant to the provisions of Article 10(1) of the Law, given that the Offeror held more than 50% of the voting rights of the Target Company, the Public Offer is considered successful.
Following the completion of the share transfers from the shareholders of the Target Company who accepted the Public Offer to the Offeror, the Offeror intends to immediately exercise the squeeze-out right granted to it under Article 36 of the Law to acquire 100% of the shares of Hellenic Bank, with a compensation equivalent to the proposed consideration of €4.843 per share. This right will be exercised within three months from the expiration of the Public Offer acceptance period.
The Cyprus Investment and Securities Corporation Limited (“CISCO”) acts as the Advisor to the Offeror regarding the Public Offer. Additionally, CISCO acts as the Lead Manager in accordance with the provisions of the Cyprus Securities and Exchange Commission (CSE) Law 96/2008 (as amended) of the Cyprus Stock Exchange.
