GREECE Law and Practice Contributed by: Stathis Orfanoudakis, Theodore Konstantakopoulos and Yolanda Antoniou-Rapti, Zepos & Yannopoulos
that of a private company. A key consideration in this regard is whether the involved parties’ inten- tion is for the target company to remain listed or go private. A tender offer process remains the typical trans- action structure for acquisitions of a public com- pany. However, mergers or other types of cor- porate transformations have been also utilised in certain instances. 6.4 Consideration and Minimum Price Pursuant to Greek Law 3461/2006, in public takeover bids, the bidder may offer fair and reasonable consideration in cash or securities (whether listed or not on a regulated market) or a combination of both. However, in mandatory bids, the recipients must be offered the discre- tion to choose cash consideration. The above-mentioned law sets out certain cri- teria as to what constitutes fair and reasonable consideration, depending on the type of consid- eration offered. Additionally, in specific instances when the offeror has acquired shares during the offer period, the offer cannot be on less favour- able terms. 6.5 Common Conditions for a Takeover Offer/Tender Offer Under Greek law, public takeover offers may not include any conditions apart from those regard- ing regulatory approvals, such as merger clear- ance and the issuance of any securities offered as consideration in the context of the offer. 6.6 Deal Documentation Greek Law 3461/2006 sets out the documents that are required by law in the event of a ten- der offer and the offeror typically sets out the respective terms and conditions in its offer doc- ument. A definitive agreement in respect of the
tender offer may be essentially concluded by means of a written declaration of acceptance from the recipients of the offer. Other than that, the conclusion of supporting share purchase agreements (SPAs) may also be opted for and may follow the typical form of an SPA – including an agreed set of representations and warranties, adjusted where necessary to fit the needs of a takeover offer. In certain cases, bidders opt for a simplified SPA version with minimum content. 6.7 Minimum Acceptance Conditions In general, tender offers are not subject to any acceptance conditions. Voluntary offers, how- ever, may include minimum acceptance condi- tions. In this context, bidders typically aim at obtaining control of the company for which a tender offer is submitted. This essentially means that more than 50% of the voting rights in the target company will be required, so the respec- tive minimum condition threshold could be set accordingly (taking into account any stake the offeror already holds in the company). How- ever, under Greek corporate law certain reso- lutions of a company’s general meeting require an increased majority of 67%, so increasing the targeted stake at such level may be preferable for prospective bidders. Tender offers without a minimum acceptance condition are also not uncommon in the Greek market. 6.8 Squeeze-Out Mechanisms An offeror that, following a tender offer addressed to all shareholders of a Greek listed company for the entirety of their shares, holds at least 90% of the voting rights in such company has the right to squeeze-out the remaining minority sharehold- ers of the company. The squeeze-out right may be exercised within three months of the lapse of the tender offer acceptance period, on condition
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