GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
7.4 Consideration In Greece, cash is by far the most common form of consideration in both private and public M&A transac - tions, including tender offers. This is particularly true in transactions involving PE-backed bidders, where deal certainty and liquidity are prioritised. Share con - sideration is rare and is typically used only in stra - tegic or intra-group transactions involving corporate acquirers. Under Greek Law 3461/2006 on tender offers, a man - datory tender offer must comply with minimum price rules. Specifically, the offer price in cash in a manda - tory tender offer cannot be less than: • the six-month volume-weighted average price of the target’s shares prior to the date the mandatory tender offer has been triggered; or • the higher price at which the bidder (or any person acting in concert with the bidder) has acquired the target’s shares during the last 12 months prior to the date the mandatory tender offer has been trig - gered. Offer consideration in cash is also supported by a cash confirmation letter issued by a credit institution, having its registered seat in Greece or any other EU member state, confirming the availability of cash. If the bidder is obliged to perform a valuation on the tar - get, the offer consideration is the higher of the result of the valuation and the minimum price rules set out above. These rules are designed to ensure equal treatment of shareholders and to prevent discriminatory pricing In Greece, the legal framework on tender offers imposes strict limitations on the use of conditions. Specifically, a mandatory tender offer cannot be con - ditional on the bidder obtaining financing or any other discretionary event. The bidder must have financing in place before launching the offer and must submit the aforementioned cash confirmation letter or equivalent proof of funds to the HCMC to demonstrate its ability to pay the offer price in full. in public-to-private transactions. 7.5 Conditions in Takeovers
A mandatory tender offer may only be conditional on receipt of regulatory approvals (usually antitrust, FDI or other clearances), which, in any case, must have been received prior to the conclusion of the tender offer. Otherwise, in the case of delayed receipt or no receipt, the bidder would be obliged to re-file for a tender offer. Even in voluntary offers, conditions must be objective, clear and outside the bidder’s sole con - trol, such as the absence of injunctions or minimum acceptance thresholds. Conditions such as “no mate - rial adverse change” or “financing availability” are generally not permitted, as they would conflict with the principle of deal certainty and equal treatment of shareholders. As for deal protection measures, the use of break fees, match rights or non-solicitation provisions is not explicitly regulated and is not common in pub - lic offers, and would be subject to close regulatory scrutiny, particularly if they are seen to impair com - petitive bidding or minority shareholder rights. The board of the target is required to act independently and in the interest of all shareholders, and cannot, without shareholder approval, take any action that could undermine a competing offer once a public offer has been made. Force-the-vote provisions, common in other jurisdictions, are not typically used in Greek public M&A, given that takeover bids proceed through direct shareholder acceptance and are not subject to a shareholder vote in the traditional sense. 7.6 Acquiring Less Than 100% If a PE-backed bidder acquires less than 100% of an issuer, it may still seek to secure enhanced gov - ernance rights through amendments to the target’s articles of association, board appointments or share - holders’ agreements, to the extent permitted by Greek company law and the rules applicable to listed enti - ties. Such rights typically include board representation (eg, a 50%+1 stake allows the bidder to control the ordinary general meeting and elect most or all direc - tors), reserved matters, or veto rights tied to specific shareholding thresholds (eg, 33.3% can block share capital increase, amendment of articles, mergers/ demergers, assets sales, etc), though they remain subject to disclosure and regulatory constraints, par - ticularly under the capital market’s regulator’s over - sight in the case of listed entities. As previously men -
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