Hellenic Bank board rejects Eurobank’s acquisition offer as unfair

Hellenic Bank’s board of directors on Friday issued a statement regarding the public offer made by Greece’s Eurobank to acquire the entirety of its share capital, deeming the proposed exchange as financially unjust and unreasonable.

According to their opinion, based on provisions of the 2007 Public Takeover Bids Law, the bank’s board adopts the view of the independent financial advisor (Houlihan Lokey UK Limited) that the valuation reference ranges between €3.31 to €4.12 per share are 29.3 per cent to 60.9 per cent higher than Eurobank’s proposed exchange of €2.56 per share.

“The board agrees with and adopts the opinion of the Independent Financial Advisor that the Proposed Exchange ‘is not fair and reasonable from a financial perspective,'” the board stated.

However, it was noted that the board acknowledges Eurobank’s current ownership of 55.48 per cent of the issued share capital of the bank, thereby holding a majority, regardless of the number of acceptances received for the public offer.

The board also said that shareholders of the bank should seek their own professional advice regarding the provisions of the law and their decision on whether to accept or reject the public offer.

“The responsibility for making the decision ultimately rests with the shareholders themselves,” the statement said.

Additionally, the board highlighted the minimum dispersal criteria applicable in the case of the main market where the company is listed, as per Regulation 379/2014 of the Cyprus Securities and Exchange Commission, which requires “at least 25 per cent of the shares proposed for listing to be held by the wider public and by at least 300 natural or legal persons”.

“In the event that, following the completion of the public offer, the above criteria are not met, the Cyprus Stock Exchange (CSE) has, among other measures, the option to suspend the trading of the company’s shares for as long as deemed necessary, to transfer the shares of the company to another market, or to delist the shares entirely from the main market,” the statement concluded.

The acceptance period for the public offer is set to expire on July 30, 2024, with Eurobank stating in the public offer document its intention not to acquire additional shares in Hellenic Bank for at least 6 months following the end of the acceptance period.