The adjourned A´ Repeat Extraordinary General Meeting of the Shareholders of EFG Eurobank Ergasias S.A. which convened today, resolved the Bank’s merger with ALPHA BANK S.A. by a majority of 98.06% of the votes represented. The resulting entity will operate under the new corporate name Alpha Eurobank.
The merger of the two largest private sector banks in Greece is “a game-changer decision of historic proportions which enhances the ability of the country to overcome the crisis, stabilizes the banking system and sends a positive message regarding the Greek economy and society,” said the CEO of Eurobank EFG Mr. Nicholas Nanopoulos.
Having noted that “co-operation, joining forces and moving forward together are imperative in these days”, Mr. Nanopoulos stressed that “the merger plan of Eurobank and Alpha Bank that was announced in the end of last August shows that we are early adopters of the spirit of the time, that we are not just adapting to the circumstances but that we dynamically break through with this strategic initiative.”
Mr. Nanopoulos has presented in detail the figures and the comparative advantages of the new Bank. “By joining forces, the two largest private sector banks in Greece create a robust and dynamic private sector banking group, Alpha Eurobank, which will be well placed in Greece as well as at a regional level. It will have greater potential to access the international markets, higher credibility and effectiveness creating long-term value for its shareholders and clients and prospect for its staff.” Eurobank EFG’s CEO said that the merger is “an ideal combination of the skills and competences of the two banks’ human resources, of their values and their business standards.” He emphasized that the new Bank will automatically become the 23rd largest bank in the Euro zone with total assets of EUR 145 billion, loans of EUR 98 billion and deposits of EUR 68 billion. It will have a network of 2,300 branches and a staff of 34,000.
Mr Nanopoulos stressed the synergies resulting from the merger. As he mentioned, Alpha Eurobank “will be able to deliver large-scale synergies of approximately €650 million, fully phased within three years. The synergies are quite substantial relative to the size of the new entity. They constitute one of the major advantages of the merger, creating significant value for the shareholders in the long term. This great undertaking includes a well-structured capital enhancement programme. We intend to continue addressing the private initiative and the markets as sources of capital. Not only is the decision to merge dictated by circumstances, it is also directly associated with the interest and prospects of our shareholders, our clients, our personnel. This merger is a choice that renders us stronger against future challenges, against the challenge for growth and development. It renders us stronger to contribute to progress of our home country, as well as of the region. ”
The EGM convened with quorum of 57.36% of the paid up ordinary share capital corresponding to 317,145,899 ordinary shares. Shareholders holding 310,996,643 shares (56.24% of the share capital with voting rights) approved of the merger of Eurobank with ALPHA BANK S.A. (“Alpha” or “Alpha Eurobank” under its new corporate name) by absorption of the former by the latter, and of the Draft Merger Agreement with an exchange ratio of 7 existing Eurobank shares for 5 new Alpha Eurobank shares and 1 new Alpha Eurobank share for every 1 Alpha share held. The total number of shares for valid votes given amounted to 310,999,283.
Eurobank shareholders were also informed of merger-related items on the EGM agenda of Alpha Bank shareholders. The Eurobank EGM discharged the Board of Directors and Auditors from any responsibility for the period from 01.01.2011 up to the date of the General Meeting to decide on the approval of the merger, and the preparation and implementation of the merger.
Further to the approval by the General Meetings and the special meetings of the preference shareholders (the Hellenic State) of the merging banks, the Bank of Greece, the Hellenic Competition Commission and the Ministry of Development, Competitiveness and Shipping, the merger shall be completed with the appropriate Ministry’s registration in the Register of Societes Anonymes, which is expected to take place during the next few weeks.
Following the above registration, Eurobank’s shares will cease trading in the Athens Exchange. Within one week from the date of cessation of trading of Eurobank’s shares, the new Alpha Eurobank ordinary shares to be issued as a result of the share capital increase due to the merger, will commence trading in the Athens Exchange. Shareholders will be notified by Alpha Eurobank through an announcement in the press and the Athens Exchange.-