APPROVAL OF THE REVISION OF THE VOLUNTARY SHARE EXCHANGE TENDER OFFER MADE BY EURONEXT N.V. (“OFFEROR” OR “EURONEXT”) FOR THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (“ATHEX”)
ANNOUNCEMENT
APPROVAL OF THE REVISION OF THE VOLUNTARY SHARE EXCHANGE TENDER OFFER MADE BY EURONEXT N.V. (“OFFEROR” OR “EURONEXT”) FOR THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (“ATHEX”)
TENDER OFFER REVISION
- On 7 November 2025, (the “Date of the Revision”), Euronext announced that in accordance with Article 21, paragraph 2 of Law 3461/2006 (the “Law”), it has submitted to the Hellenic Capital Market Commission (the “HCMC”) a request to revise the voluntary tender offer (the “Tender Offer”) that the Offeror had submitted on 30 July 2025 (the “Date of the Tender Offer”) aiming to acquire all ordinary registered shares, each having a nominal value of €0.42 (each, a “ATHEX Share”) issued by ATHEX, which Euronext and any “persons acting in concert” (as defined in article 2(e) of the Law) with Euronext, do not hold directly or indirectly as at the Date of the Tender Offer.
- According to the revised terms of the Tender Offer, the minimum number of shares that should have been lawfully and validly tendered to the Offeror for the Tender Offer to complete shall be equal to 28,925,001 ATHEX Shares, corresponding to 50% plus one (1) of ATHEX Share of the total voting rights of ATHEX whose exercise is not subject to suspension (the “Reduced Minimum Number of Shares”).
- On 10 November 2025, the Board of Directors of the HCMC approved the revision of the Tender Offer, in accordance with Article 21 of the Law.
- The revision of the Tender Offer does not extend the acceptance period of the Tender Offer which started on 6 October 2025 and ends on 17 November 2025, at the end of the business hours of banks operating in Greece (the “Acceptance Period”).
- All other terms of the Tender Offer set out in the information circular which was approved by the HCMC on 3 October 2025 and published in accordance with the Law (the “Information Circular”) remain unchanged.
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