GREECE Law and Practice Contributed by: Aris Papaspyridis, Virginia Kokios and Konstantinos Kounelis, AP Legal
4.5 Common Conditions for a Takeover Offer/ Tender Offer According to Article 22 of Law 3461/2006, a public offer may not be made subject to any conditions, except for those explicitly included in the offer pro- spectus and relating to: • the granting of required administrative licences or approvals; or • the issuance of new securities offered as consid- eration. 4.6 Deal Documentation Under Law 3461/2006, there is no requirement to enter into a transaction agreement for a takeover offer or business combination. Nonetheless, it is common where the transaction is recommended by the target’s board or involves multiple steps (eg, the pre-acqui- sition of a majority stake followed by a mandatory tender offer). In public company takeovers, it is not customary for the target company itself to provide the bidder with extensive representations and warranties. This is due to the fact that the offer is made to all the company’s individual shareholders on identical terms rather than to the company itself and the bidder is required to base its evaluation of the target company’s risks on publicly available information and on the bidder’s own due diligence as permitted under securities laws. Also, the board of the target company is only obligated to provide declarations of accuracy regarding public dis- closures and information fairness to the HCMC. 4.7 Minimum Acceptance Conditions Under Greek law, an offerer making a voluntary tender offer must acquire all securities tendered, unless the offerer has specified a maximum number of securities it undertakes to accept. The offerer may also deter- mine a minimum number of securities that must be tendered for the offer to become effective. 4.8 Squeeze-Out Mechanisms In Greece, squeeze-out of minority shareholders fol- lowing a successful tender offer is governed by Law 3461/2006. An offerer that acquires at least 90% of the total voting rights of the target company through a tender offer covering all the target company’s secu-
rities can require the transfer of all remaining shares within three months following the end of the accept- ance period, provided that the public offer prospec- tus included a relevant clause enabling the offerer to exercise its squeeze-out right. The consideration for the acquisition of the securities of the company being acquired must be in the same form as and at least equal to the consideration offered in the proposal. 4.9 Requirement to Have Certain Funds/ Financing to Launch a Takeover Offer In Greece, takeover offers cannot be conditional on the bidder obtaining financing. Information on the financing of a public offer is included in the public offer prospectus. Furthermore, in cases where the consideration offered in a public tender offer consists of cash, the offerer must submit confirmation that the offerer possesses the means to pay the total amount that may be payable in cash. 4.10 Types of Deal Protection Measures In Greece, deal protection measures are limited by the board neutrality rule under Law 3461/2006, which prevents the target company’s board from taking actions that may frustrate a competing offer once a takeover bid has been announced. Break-up fees may be stipulated in an agreement between the principal shareholders and the potential buyer, whereas force- the-vote provisions are not allowed. 4.11 Additional Governance Rights In Greece, minority protection is strong, and corpo- rate control must operate within the framework of Law 4548/2018, Law 3461/2006, and capital markets regu- lations overseen by the HCMC. 4.12 Irrevocable Commitments In friendly or pre-negotiated takeovers, it is common in Greece for the bidder to seek irrevocable undertak- ings from key or principal shareholders of the target company to tender their shares or support the offer. However, because Greek Law 3461/2006 embodies the EU principle of equal treatment of shareholders and prohibits arrangements that frustrate competing offers or distort market fairness, these commitments must be transparent, limited in scope, and conditional.
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