The board of directors of Hellenic Exchanges-Athens Stock Exchange S.A. (“ATHEX” and the “Board”) wishes to inform the investing public that, on 1 July 2025, the Board received a non-binding conditional share exchange offer (the “Proposal”) from Euronext relating to a possible tender offer.

The Proposal valued ATHEX at €6.90 per share based on an exchange ratio of 21.029 ATHEX shares for each new Euronext share and the closing share price as of 30 June 2025.

Following discussions and the ongoing negotiation of a cooperation agreement between Euronext and ATHEX (the “Cooperation Agreement”), Euronext submitted a revised non-binding and conditional proposal that valued ATHEX at €7.14 per share based on an exchange ratio of 20.000 ATHEX shares for each new Euronext share and the closing share price of €142.70 as of 30 July 2025. Following signing of the Cooperation Agreement on 30 July 2025, Euronext submitted a voluntary tender offer to the Board for the acquisition of all ATHEX’s common registered shares on such improved terms (the “Offer”). The Offer is subject to (i) a minimum acceptance condition of 67% of voting share capital of ATHEX, and (ii) certain regulatory conditions and approvals.

Based on Euronext’s closing share price as of 30 July 2025, the Proposed Offer Price represents:

•    A premium of approximately 19 percent on ATHEX share price as of 30 June 2025, which was the last trading day prior to the announcement of the unsolicited non-binding conditional share exchange offer,
•    A premium of approximately 27 percent on ATHEX 3-month volume-weighted average undisturbed share price as at 30 June 2025, which was the last trading day prior to the announcement of the unsolicited non-binding conditional share exchange offer.

The Board, having considered and weighted the strategic and financial merits of the proposed transaction and the overall benefits to ATHEX, its shareholders and other stakeholders, is unanimously supportive of the Offer. A potential integration of ATHEX into Euronext would reinforce the operating resiliency of the local capital markets and support the consolidation and harmonization of European capital markets, helping to create economies of scale and scope for services provided from Greece.

Pursuant to the Cooperation Agreement, ATHEX agreed with Euronext on customary terms to provide reasonable cooperation in connection with the Offer and its implementation, including refraining from taking actions outside the ordinary course of business that would be capable of frustrating the Offer, and providing information and other reasonable support in relation to the satisfaction of applicable regulatory conditions.

In particular, until the completion of the Offer, the Board shall not propose without prior written consent of Euronext, any of the following actions:

(i) amend or propose to amend its articles of association,

(ii) issue, allot, redeem or grant any shares, securities convertible into shares, or other equity-related securities (other than issuances, allotments, redemptions or granting of shares legally committed under existing contracts or arrangements),

(iii) declare, pay, or distribute dividends to shareholders or other distributions for 2024 or any interim dividends for 2025, and

(iv) tender its Treasury Shares.

In consideration for the cooperation granted by ATHEX, Euronext has, among others, committed that, in case of successful completion of the Offer :

(i) ATHEX will retain its registered office and principal place of business in Greece and the ATHEX Group will maintain a legal and operational presence in Greece to support ongoing integration and to fulfil its legal, tax, and regulatory requirements,

(ii) ATHEX Group will maintain its tax residence in Greece, ensuring continuity in tax compliance, reporting obligations, and tax contributions to the Greek state and its institutions,

(iii) it will use commercially reasonable efforts to operate the business of ATHEX in a manner that supports its long-term sustainability and ongoing contribution to the Greek financial ecosystem and its role as a national exchange and key market infrastructure institution, taking into account the interests of all stakeholders, the smooth functioning of the capital markets in Greece, the contribution of ATHEX to the Greek capital market ecosystem, and its contribution to maintaining broad retail investor participation,

(iv)  ATHEX will continue to serve as a regional hub within the combined group making ATHEX its cornerstone in the Greek market and a platform for further growth in the highly dynamic Southeastern Europe region,

(v) it will explore the possibility of establishing an additional group-level technology center in Greece. In addition, Euronext has committed that Greece will be represented at Group level in Euronext’s governance, an independent figure of the Greek financial ecosystem will be proposed to join the Supervisory Board of Euronext at the 2026 annual general meeting, and, in line with Euronext’s federal model, the CEO of ATHEX will be proposed to join the Managing Board of Euronext N.V.

Finally, it has been agreed that the employees and management team of ATHEX would be key to the integration and future operations of ATHEX within the combined group, thanks to their expert knowledge and vast collective experience. Having contributed greatly in the development of the exchange over the past years, the employees of ATHEX would benefit from enhanced career opportunities in the combined group. Should evolution of the workforce be envisaged, the Board encourages Euronext to consider appropriate measures, including voluntary exit schemes if necessary.

The Board will form and publish its definitive and reasoned opinion on the Offer following the publication of the tender offer memorandum, in accordance with Article 15 of Law 3461/2006. Should there be any material developments, ATHEX will proceed in a timely and appropriate manner to inform the investing public.Noting that all relevant members of the Board have signed undertakings to tender their shares, subject to the issuance of a reasoned opinion by the Board in favour of the tender offer.

Morgan Stanley is acting as financial adviser and Milbank and Papapolitis & Papapolitis as legal advisers to ATHEX and the Board on the potential transaction.

Source: ATHEX

Euronext To Launch Voluntary Share Exchange Offer For All ATHEX Shares

• Euronext announces the submission of a voluntary share exchange offer to acquire all shares of HELLENIC EXCHANGES-ATHEX STOCK EXCHANGE S.A. (“ATHEX”), in exchange for newly issued Euronext shares, at a fixed conversion rate of 20.000 ATHEX ordinary shares for each new Euronext share[1].
• The combination between Euronext and ATHEX is in line with Euronext’s ambition to integrate European capital markets. The combined Group will foster harmonisation of European capital markets on a unified technology. Greek markets would benefit from increased visibility towards global investors as part of the largest single liquidity pool in Europe.
• €12 million of run-rate annual cash synergies are expected by 2028, with implementation costs related to these synergies expected at €25 million.
• The Offer is in line with Euronext’s investment criteria of ROCE > WACC in year 3 to 5 after the acquisition and is expected to be accretive for Euronext shareholders after delivery of synergies in year 1.
• ATHEX Board of Directors is unanimously supportive of the Offer to ATHEX shareholders and entered into a cooperation agreement with Euronext.

Euronext, the leading European capital market infrastructure, announces the submission of an all-share voluntary share exchange offer (the ‘Offer’) addressed to all shareholders of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (“ATHEX”), the parent company of the Greek financial infrastructure group ATHEX Group, in accordance with Greek Law 3461/2006 (the “Law”).

Euronext initiated the Offer process by informing the Hellenic Capital Market Commission (the “HCMC”) and the Board of Directors of ATHEX of the Offer and submitting to them a draft of the Greek information circular (the “Information Circular”), in accordance with article 10, paragraph 1 of the Law. The Board of Directors of ATHEX is unanimously supportive of the Offer to ATHEX shareholders, and entered into a cooperation agreement with Euronext.

Euronext’s Offer is subject to certain customary conditions and regulatory approvals. This Offer would be structured as a share exchange at a fixed conversion rate of 20.000 ATHEX ordinary shares for each new Euronext share. Based on Euronext’s closing price of €142.7 as of 30 July 2025, the proposed Offer values ATHEX at €7.14 per share and the entire issued and to be issued ordinary share capital of ATHEX[2] at approximately €412.8 million on a fully diluted basis.

As the leading European market infrastructure, Euronext serves as the backbone of the European Savings and Investments Union, particularly at a time when strengthening the European Union’s global competitiveness is a key and shared priority. A potential combination with ATHEX would bring significant benefits to the Greek market by enhancing its international visibility, attracting investment, and providing access to Euronext’s integrated, state-of-the-art trading, clearing, and post-trade services.

This transaction would also create new growth and synergy opportunities, support the harmonisation of European capital markets through a unified technology platform, and position Greece as a vital and permanent element of the broader EU financial ecosystem.

Euronext is the largest liquidity pool in Europe, managing approximately 25% of European cash equity trading activity[3] and operating markets in major financial hubs such as Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris. The combination would allow Greek financial markets participants to join a network of over 1,800 listed companies with a combined market capitalisation exceeding €6 trillion.

\The interest of Euronext for ATHEX reflects the strong confidence of Euronext in the development of the Greek economy and the growth potential coming from further integration of Greek capital markets into the Eurozone and improved access to international investors.

Stéphane Boujnah, CEO and Chairman of the Managing Board of Euronext said: “With the announced Offer to acquire ATHEX, the Greek capital market operator, Euronext makes a significant step towards a more integrated and more competitive capital market in Europe. Today, the commitment to progress towards a Savings and Investments Union in Europe is unprecedented, and we are fully dedicated to transform this commitment into a reality. Over the past years, thanks to our unique integration capabilities, we have created the leading European capital market infrastructure.

Euronext targets to further expand its geographical footprint to Greece and establish a financing hub in the Southeast Europe region through ATHEX. Greece has experienced strong economic growth in recent years, supported by rising investment, growing international confidence, and solid economic indicators. This is the right time, the right moment to invest in Greece. Joining Euronext’s best-in-class trading and post trade technology will boost the visibility and attractiveness of the Greek markets at an international scale.”

ATHEX Group overview

ATHEX is the operator of the Greek capital market, with operations diversified across custody and settlement, clearing, cash equity and derivatives trading, IT and digital services, listing and data services. In H1 2025, 49% of ATHEX revenues were generated from its CSD and clearing business.

ATHEXCLEAR, the group Central Counterparty, conducts the group’s clearing activities in Greece, as well as the derivative clearing in neighbouring countries.

As of H1 2025, close to 150 companies were listed on ATHEX, with an average total market capitalisation of €127 billion. During H1 2025, ATHEX recorded average daily volumes of c.€198 million in cash equity and 51,600 average daily derivatives contracts traded.

ATHEX owns 21% of the Greek power exchange EnEx.Over the past years, ATHEX has benefitted from a supportive macro environment, fuelled by the ongoing recovery of the Greek economy. In 2024, ATHEX generated net revenue of €52.0 million, a +76% increase compared to 2020, and €23.7 million of EBITDA (x3 vs. 2020). The Greek economy is expected to continue to significantly support the exchange business, through a continued re-pricing of assets and increased international appeal.

Strategic rationale

The Offer underscores Euronext’s unparalleled track record in integrating European capital markets, to the benefit of the competitiveness of the national and European financial markets.

Since 2018, Euronext has demonstrated its ability to deliver strong benefits for the local ecosystem of acquired market operators. ATHEX would join Europe’s largest liquidity pool, bringing greater visibility and broader access to Greek issuers and investors, while enhancing overall market liquidity. The combination would increase the visibility of the Greek markets to a global investor base and enhance attractiveness of listing on Greek markets.

Following the migration of Euronext Dublin, Euronext Oslo Børs and Borsa Italiana onto Euronext’s trading platform Optiq®, the average daily value traded on the markets has materially increased, and market quality metrics have improved significantly. With ATHEX joining Euronext, Europe’s leading equity listing venue in Europe, Greece would become a key hub for listings in the Southeast Europe region, under a harmonised framework, offering greater scale, visibility, and access to European liquidity.

The fragmentation of the European post-trade landscape has been highlighted as major barrier to the integration and competitiveness of European capital markets. Euronext has significantly reduced this fragmentation with the expansion of its clearing house Euronext Clearing to its seven regulated markets in 2024.

As part of its ‘Innovate for Growth 2027’ strategic plan, Euronext aims to position Euronext Securities as the CSD of choice for Europe. With the contemplated acquisition of ATHEX, Euronext further enhances the harmonisation of European post trade.

The combination would allow Euronext to continue the geographic diversification of the Group, and position ATHEX as a new hub for Euronext’s development in the Southeast Europe region. Euronext and ATHEX would seek to strengthen the links between EnEx Group, the Greek exchange for power derivative and spot trading, and Euronext’s European electricity exchange Nord Pool. In addition, Euronext’s leading position, knowledge and state-of-the-art technology in fixed income could be leveraged to foster the development of Greek fixed income markets.

Financial impact and integration plan

Euronext expects to deliver significant synergies from the integration of ATHEX into its European market infrastructure. €12 million annual run-rate cash synergies are targeted by the end of 2028, notably through

(i) the migration of Greek trading to Optiq, and

(ii) harmonisation of central functions.

Implementation costs to deliver those synergies are expected to amount to €25 million. The transaction is expected to be accretive for Euronext shareholders after delivery of synergies in year 1.

Principal terms of the transaction

The Offer would be made at a fixed ratio of 20.000 ATHEX ordinary shares for each new Euronext share. Based on Euronext’s closing price of €142.7 as of 30 July 2025, the proposed Offer values  ATHEX at €7.14 per share and the entire issued and to be issued ordinary share capital of ATHEX[4] at approximately  €412.8 million on a fully diluted basis.

The Offer Price represents a premium of approximately 27% on ATHEX 3-month volume-weighted average undisturbed share price as of 30 June 2025.The transaction would allow ATHEX’ shareholders to remain invested in the enlarged and significantly more diversified group by exchanging their ATHEX’ shares for Euronext’s shares and accordingly benefit from continued growth, value creation potential, liquidity and exposure to a multi-country pan-European group.

The Offer is subject to a minimum acceptance condition of 67% of voting share capital of ATHEX. Euronext reserves the right to amend this level at its discretion in accordance with Greek law. The transaction is in line with Euronext’s investment criteria of ROCE above WACC in year 3 to 5 after the acquisition. The proposed Offer enables Euronext to preserve spare debt capacity to finance further diversification deals and to enhance the free float liquidity of the stock.

The Offer is expected to be open for acceptance, subject to approval of the Information Circular, from Q4 2025. Shareholders of ATHEX are encouraged to review the Offer Announcement, which is available on www.euronext.com/investor-relations/offering-information-2025. The transaction is expected to be completed by end of 2025, subject to regulatory approvals. All Directors of the Board owning shares and the CEO of ATHEX have signed undertakings to tender their shares, subject to the issuance of a reasoned opinion by the Board in favour of the Offer as mandated by Greek law. As per the cooperation agreement, the Board of Directors of ATHEX shall not propose, without prior written consent of Euronext declaration, payment, or distribution of dividends to the shareholders or other distributions for 2024 or any interim dividends for 2025.

Governance, management and supervision

As a new major country in the Euronext federal model, Greece would be represented at Group level in Euronext’s governance. An independent figure of the Greek financial ecosystem would be proposed to join the Supervisory Board of Euronext at the 2026 AGM, in replacement for one of the current independent members of the Supervisory Board.

In line with Euronext’s federal model, the CEO of ATHEX would be proposed to join the Managing Board of Euronext N.V. The Hellenic Capital Markets Commission would remain the primary supervisory authority for Greek markets and would be invited to join Euronext’s College of Regulators, becoming part of the supervision of Euronext at group level pari passu with other European regulators with a rotating chair every semester.

Source: Euronext