GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
• Squeeze-out right: An offeror that acquires at least 90% of the total voting rights of the company during the course of a tender offer for the entirety of the securities issued by the company has the right to demand to acquire the remaining securi - ties issued by the company within three months as of the lapse of the acceptance period, provided a relevant clause for the exercise of the squeeze-out right has been included in the tender offer pro - spectus. The consideration must be in the same form and at least equal to the one offered during the tender offer, and the minority shareholders can request a cash payment or appeal before the competent court for the determination of a fair and equitable price without obstructing the squeeze- out procedure. • Sell-out right: An offeror that acquires at least 90% of the total voting rights of the company during the course of a tender offer for the entirety of the securities issued by the company is obliged, within three months as of the publication of the tender offer results, to purchase any securities of the com - pany offered to it. The consideration must be in cash and equal to the tender offer price. 6.11 Irrevocable Commitments Given that the public M&A market in Greece is held and driven by relatively few players, it is quite common for the offeror to negotiate with the shareholders of the target company and even reach agreements with them prior to the acquisition of the shareholdings, trig - gering a mandatory offer subject to compliance with applicable law requirements and restrictions. The undertakings of the parties usually take the form of share purchase agreements or other binding arrangements. Their terms may be agreed upon by the parties in accordance with Greek law.
voluntary offer or, in the case of a mandatory offer, within 20 days as of the triggering of the provided thresholds. Along with such notification, the offeror submits to the HCMC and the target’s board a draft of the tender offer prospectus. On the next business day and before the commence - ment of trading of the relevant securities of the offeree company in the stock exchange, the offeror makes a public announcement of the tender offer disclos - ing the minimum required content under the appli - cable provisions, which shall also include its inten - tion (if any) to acquire additional securities issued by the target company within the tender offer period and up to the lapse of the acceptance period, other than those which will be offered to it in the context of the tender offer. The HCMC must approve the tender offer prospectus within ten days of its submission by the offeror. Once the prospectus is approved by the HCMC, it is published within three business days on the ATHEX website, its daily statistical bulletin and the website of the offeror. The official publication of the prospectus marks the start of the acceptance period, and following such publication, the board of directors of the target company informs the representatives of the employees or, in their absence, the employees of the company directly. The official publication of the prospectus is followed by the publication of the justified opinion of the board of directors of the offeree company regarding the ten - der offer. The board’s opinion is also accompanied by a detailed report of the offeror’s financial adviser. Finally, as of the initial publication of the tender offer and up to the completion of the acceptance period, a ban on advertisements is in place and any public announcement must be strictly limited to the informa - tion which is necessary and appropriate for the due publication of the bid, its terms and the acceptance procedure. 7.2 Type of Disclosure Required When securities are offered to the public or admitted to trading in the stock exchange market, Regulation (EU) 2017/1129 and the provisions of Law 4706/2020, as in force, shall apply providing for the publication of a prospectus for any public offering of securities with
7. Disclosure 7.1 Making a Bid Public
In accordance with Law 3461/2006, the offeror, before announcing the tender offer to the public, must notify the HCMC and the board of directors of the target in writing. The notification must be made immediately after the relevant decision of the bidder to launch a
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