Merger EUROBANK with DIAS / Proposal for new share exchange ratio | Eurobank
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Merger EUROBANK with DIAS / Proposal for new share exchange ratio

EFG Eurobank Ergasias S.A. (“Eurobank EFG”) announces that, earlier today, received a letter from EFG Consolidated Holdings S.A. (“EFGCH”), a shareholder possessing 43.6% of the ordinary shares, stating its intention to propose to the adjourned A’ Repeat Extraordinary General Meeting of 8 February 2011 – called to approve the merger of Eurobank EFG with DIAS Portfolio Investments S.A. (“DIAS”) by absorption of the latter by the former – the change of the share exchange ratio from 6.2 existing DIAS shares for 1 new Eurobank EFG share to 5.3 existing DIAS shares for 1 new Eurobank EFG share.

The change is proposed for the following reasons:

In the period from the initial announcement of the share exchange ratio (on 22/10/2010) to date, the market conditions have changed. There are new facts that have emerged after the approval of the share exchange ratio by the Board of Directors of both companies, which could have not been anticipated in their respective reports.

Meanwhile, the market price of Eurobank EFG’s share has fluctuated significantly following the course of Greek banks’ shares. Today’s closing price of Eurobank EFG’s share was €4.65, down by 9% from its share price just before the announcement of the merger (€5.12 on 21/10/2010).

Moreover, DIAS’s internal value during this period has increased by 1%. To be noted that the change in the market value of DIAS, following the initial announcement of the merger, cannot be taken into account as it was influenced by the announcement itself, and the share price of DIAS was tied to that of Eurobank EFG, based on the announced share exchange ratio.

The proposed share exchange ratio has been formed taking into consideration the shareholders’ interests of both companies, so as for the merger to be completed.