GREECE Law and Practice Contributed by: Aris Papaspyridis, Virginia Kokios and Konstantinos Kounelis, AP Legal
4.2 Mandatory Offer Under Law 3461/2006, any person who directly or indirectly acquires securities resulting in ownership of more than one-third (33.3%) of the voting rights in a listed company must submit a mandatory takeover bid for all remaining shares within 20 days of the acquisi- tion (or 30 days if a valuation is required). The same obligation applies to any person already holding between one-third and half of the voting rights who, within six months, acquires an additional 3% of the company’s voting rights. In both cases, the offer must be made to all shareholders at a fair and equi- table price, as defined under the provisions of Law 3461/2006. 4.3 Transaction Structures Greek M&A transactions may be structured as either share deals or asset deals, depending on the invest- ment strategy of the parties and the specific charac- teristics of each transaction. Alternatively, under Law 4601/2019 on Corporate Transformations, acquisi- tions can also take the form of a merger, demerger, or spin-off, resulting in universal succession of the transferring business. 4.4 Consideration and Minimum Price In public M&A transactions, consideration may take the form of cash, securities, or a combination of both, in accordance with Law 3461/2006. In the event of a mandatory tender offer, shareholders must always be given the option to receive cash for their shares. According to Law 3461/2006, in the event of a man- datory public offer, the consideration must be fair and equitable. Specifically, the cash offer price per share cannot be lower than: • the average market price of the shares over the six months preceding the date on which the offerer became obligated to submit a public offer; and • the highest price paid by the offerer or any person acting on its behalf or in concert with it for the same shares during the twelve months preceding that date.
a spin-off, the contributing company is exempt from income tax on the goodwill arising from the contribu- tion of the branch of activity to the new subsidiary. Rules for depreciation and rules for the transfer of losses, provisions, and reserves are also applicable. Furthermore, it is possible for the receiving company to carry forward the losses, reserves and provisions of the transferring company under the same tax exemp- tions and conditions that would apply to the transfer- ring company had the corporate transformation had not taken place. Other exemptions under Greek law may apply. 3.3 Spin-Off Followed by a Business Combination In the event of a split or spin-off, it is possible for the new company that emerges to merge with another company that already exists or is incorporated at that time. Key requirements include regulatory noti- fications to Greek authorities and institutions – for example, notifications to banking institutions and the environmental authorities. 3.4 Timing and Tax Authority Ruling A typical timing for a spin-off is four to six months. No ruling is needed from a tax authority prior to complet- ing the spin-off. 4. Acquisitions of Public (Exchange- Listed) Energy and Infrastructure Companies 4.1 Stakebuilding Pursuant to Law 3556/2007, a shareholder whose percentage of voting rights reaches, exceeds, or falls below 5%, 10%, 15%, 20%, 25%, one-third, 50%, or two-thirds as a result of an acquisition or disposal is required to inform the issuer and the Hellenic Capi- tal Market Commission (HCMC) of the percentage of voting rights held following the transaction. Further- more, no “put up or shut up” rule applies in Greece, and bidders are not required to disclose their strategic intentions before making a formal offer.
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