GREECE Trends and Developments Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
Greek enterprises for long-term competitiveness in a dynamic global economy. Public M&A and IPOs The IPO of Athens International Airport (AIA) on the Main Market of the Regulated Securities Market of the Athens Exchange (ATHEX), which was completed in early 2024, seemed to pave the way for an increase in IPOs and the over - all level of public M&A in Greece after a long- lasting standstill. The IPO of AIA marked the first successful major offering in Europe in 2024 and Greece’s biggest IPO in 15 years. The Hel - lenic Republic Asset Development Fund raised EUR785 million from the sale, reshaping the road to privatisations. In line with this development, the Greek public M&A market resurged into full bloom with seven IPOs and listings, four on the Main Market, one on the Alternative Market and two in the Bonds Category, following the worst year for global IPOs since 2009. Mitilineos’s dual listing on ATHEX and the London Stock Exchange came alongside the company’s announcement of its intention to pursue significant M&A opportuni - ties. The dual listing may facilitate these ambi - tions by providing the necessary funding and market visibility. One of the most notable public M&A deals lead - ing to delisting which was announced in 2024 was the acquisition of a 70% stake in Terna Energy S.A. by Abu Dhabi Future Energy PJSC – Masdar (through its Greek indirect subsidiary Masdar Hellas Single-Member Société Anon - yme) for USD3.3 billion following the approval
of the European Commission, underscoring the attractiveness of Greece’s renewable energy sector. The acquisition was followed by a man - datory tender offer of Masdar Hellas Single- Member Société Anonyme for the acquisition of the remaining stake in Terna Energy S.A. Deal Certainty and Risk Allocation A rise in M&A activity typically calls for tools to promote deal certainty and appropriate risk allo - cation. Although not new to international deal makers or to Greek M&A players for that matter, the Greek M&A market recently saw a surge in the use of warranty and indemnity (W&I) insur - ance, which has not been largely used in Greek M&A transactions to date. By transferring the risks to the insurer whether through buy-side or sell-side policies, the parties can mainly focus on realising the contemplated synergies of the transaction while minimising potential liabilities and disputes. In the past, W&I insurance products were viewed as factors significantly increasing deal cost; however, it seems that currently there is a market turn towards these tools not only by acquirers but also from the sell side. In this regard, private equity firms or shareholders of family-owned businesses seeking a clean exit are progressively more open to the integration of W&I insurance into the deal structure, while in bidding processes buyers may offer more favourable terms if W&I is available as part of the process. Additional risk insurance tools, such as contingent (known) risk insurance, may also become more frequent in the years to come, as a means of addressing identified risks.
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