Squeeze-out set to be exercised in coming months

Eurobank on Friday announced the successful completion of its mandatory public offer to acquire Hellenic Bank, increasing its direct ownership stake to 98.46 per cent of the bank’s issued share capital.

The public offer, which concluded on April 9, 2025, resulted in the acquisition of an additional 4.99 per cent of Hellenic Bank shares, adding to the 93.47 per cent already held by Eurobank prior to the offer.

According to the announcement, the bank intends to proceed with the exercise of its squeeze-out right within three months, thereby acquiring 100 per cent of Hellenic Bank’s shares at a consideration of €4.843 per share.

Specifically, the announcement stated: “Eurobank S.A., a subsidiary of Eurobank Ergasias Services and Holdings S.A., announces to the investing public, in accordance with the provisions of Article 38 of the Public Takeover Bids Law of 2007 to 2022, that on April 9, 2025, the acceptance period for the mandatory public takeover bid for the acquisition of up to 100 per cent of the issued share capital of Hellenic Bank Public Company Limited, submitted on February 11, 2025, was completed”.

On February 11, 2025, the date the public offer was announced, Eurobank directly held 385,847,001 shares in Hellenic Bank, representing 93.470 per cent of the bank’s total issued share capital.

No additional shares were held by any parties acting in concert with Eurobank as defined by law, and there were no indirect holdings linked to Eurobank.

Preliminary results indicate that the total acceptance rate of the public offer reached 4.989 per cent, with 20,593,785 shares of the target company submitted via Acceptance and Transfer Forms.

When this figure is added to the 93.470 per cent (385,847,001 shares) already directly held by Eurobank at the close of the offer period on April 9, 2025, the bank now holds a total direct stake of 98.458 per cent (406,440,786 shares) in the issued share capital of Hellenic Bank.

It should be noted that the final acceptance rate may be subject to adjustment during the final verification of the submitted acceptance and transfer forms and their accompanying documentation.

Moreover, any deficiencies or errors could result in the rejection of some submissions.

Meanwhile, in accordance with the terms of the public offer and the provisions of Article 10(1) of the law, since Eurobank already held more than 50 per cent of the voting rights in the target company, the offer is deemed successful.

Following the completion of the transfer of shares from Hellenic Bank shareholders who accepted the public offer, Eurobank intends to promptly exercise its squeeze-out right under Article 36 of the law.

This will allow the bank to acquire the remaining shares of Hellenic Bank for the proposed consideration of €4.843 per share.

This right must be exercised within three months from the end of the public offer acceptance period.

The announcement also confirmed that the Cyprus Investment and Securities Corporation Limited (CISCO) acted as Eurobank’s advisor in relation to the public offer, and as the handling underwriter in accordance with the provisions of CSE Directive 96/2008, as amended.