Shareholders were called upon to approve the merger of Eurobank Ergasias Holding with Eurobank S.A. by absorption of the latter by the former, as the reasons that made the existence of the latter necessary have disappeared.
As emphasised by the Bank's CEO, Fokion Karavias, the merger is essentially being carried out because it has now become necessary, as it reduces administrative costs, promotes transparency and creates a clearer picture for shareholders.
The share exchange will be one for one. The new entity will enter into the rights and obligations of the Holding, while the executives and staff are already within the Absorbing Company and no staff reduction or layoff is foreseen.
According to the indicative timetable, everything will be completed within December. On 9 December, the trading of the Holding on the Stock Exchange will cease, on 12 December the merger will be completed and on 15 December the trading of the new company on the Stock Exchange will begin and the share buyback program will start again with a balance of €123 million, which should be completed by 29 April 2026.
The administration is about to sign the notarial deeds.
The existence of the Holding company was decided so that the bank's capital would not be diminished during the liquidation of bad loans. Now that this parametre has been eliminated, the reason for the bank to maintain the second entity has also disappeared.
Fokion Karavias' speech in its entirely, translated from Greek follows:
Dear Eurobank shareholders,
Principal representatives of the managements of the other Banks,
Dear guests,
The merger of Eurobank Bank S.A. with Eurobank Ergasias Services and Holdings S.A. (Eurobank Holdings) is the natural continuation of the corporate transformation that took place in 2020.
Today, the existence of two distinct legal entities no longer serves any operational or supervisory purpose, as the reasons that created them have disappeared. On the contrary, the merger enhances transparency, reduces administrative costs and provides a clearer stock market image for Eurobank.
The merger does not entail any change in the composition or functioning of the corporate governance bodies. The Board of Directors of the listed company – which will now be the Eurobank Societe Anonyme – remains as it is, while the Bank automatically assumes all the rights and obligations of Eurobank Holdings.
With regard to the share exchange ratio, the merger is carried out with absolute neutrality for shareholders. The determination of the accounting values of the assets and liabilities of the merging companies, based on the transformation balance sheets of 31.12.2024, was carried out by independent auditors from Deloitte.
The share exchange ratio is 1 to 1 and Holdings shareholders retain the same voting and financial participation rights.
Finally, if the merger is approved by the General Assembly today, the completion process will proceed immediately. The notarial deed of merger will be signed and filed with the General Commercial Registry, the completion of the merger will be announced, Eurobank Holdings will be delisted from the Athens Stock Exchange and the General Commercial Registry, and the new shares of the Bank will now be credited to the shareholders' accounts. At the same time, the listing of the new shares of the Bank on the Athens Stock Exchange will be approved and their trading will begin.
All relevant actions are expected to be completed within December, while the listing of the shares on the Cyprus Stock Exchange will take place at a later date.
Specifically, I mention the following dates as the most likely:
- 9/12, last trading date of Eurobank Holdings shares,
- 12/12, completion of the merger and crediting of the new shares to the beneficiaries' accounts,
- 15/12, first day of trading of Eurobank's new shares and reactivation of the share buyback program with a remaining amount of approximately €123 million and an expiration date of 29.04.2026".
(Source: InBusinessNews)
