Euronext announces the launch of the voluntary exchange offer for all ATHEX shares

Core Viewpoint - Euronext has received all necessary regulatory approvals to launch a voluntary exchange offer for all common registered shares of Hellenic Exchanges-ATHEX Stock Exchange S.A. (ATHEX), proposing an exchange ratio of one Euronext share for every twenty ATHEX shares [1][4]. Strategic Rationale for the Tender Offer - The integration of ATHEX into Euronext's Group will connect Greek financial market participants to a network of over 1,800 listed companies with a combined market capitalization exceeding €6 trillion, reflecting Euronext's confidence in the Greek economy and its growth potential [2]. - The combination aims to enhance the visibility and attractiveness of the Greek market on an international scale, positioning ATHEX as a financial hub in Southeast Europe [4][7]. Support from ATHEX Board of Directors - The Board of Directors of ATHEX has unanimously supported the Tender Offer and has signed a cooperation agreement with Euronext, with all directors owning shares committing to tender their shares [3]. Details of the Tender Offer - The Acceptance Period for the Tender Offer commences on 6 October 2025 and ends on 17 November 2025, requiring a minimum of 38,759,500 ATHEX shares to be tendered for the offer to proceed [7][8]. - Euronext will exercise its squeeze-out right if it acquires at least 90% of ATHEX's voting rights, allowing non-accepting shareholders to exercise their sell-out rights [10]. Financial Impact and Integration Plan - Euronext anticipates annual run-rate cash synergies of €12 million by the end of 2028, with implementation costs estimated at €25 million, making the transaction accretive for Euronext shareholders in the first year [12]. - The transaction aligns with Euronext's investment criteria, preserving debt capacity for future diversification deals and enhancing stock liquidity [13]. Governance and Regulatory Oversight - The CEO of ATHEX is proposed to join Euronext's Managing Board, and an independent representative from the Greek financial ecosystem will be nominated for the Supervisory Board [14]. - The Hellenic Capital Market Commission (HCMC) will remain the primary supervisory authority for Greek markets and will join Euronext's College of Regulators [14]. Expected Timetable of Events - Key dates include the approval of the Information Circular on 3 October 2025, the commencement of the Acceptance Period on 6 October 2025, and the announcement of the results on 19 November 2025 [15][16].