On 23 October 2023, the Hellenic Financial Stability Fund (“HFSF”) received a binding offer from UniCredit S.p.A. (“UniCredit”) for the acquisition of its entire stake in Alpha Services and Holdings S.A. (“Alpha”), namely two hundred eleven million one hundred thirty-eight thousand two hundred ninety-nine (211,138,299) common registered shares, corresponding to 8.9781% of Alpha’s paid-up share capital and voting rights (the “Shares” and each a “Share”) at a price per Share of €1.33 (the “UniCredit Offer”).
Following the assessment of the UniCredit Offer by the Board of HFSF, the Board of HFSF has determined that the UniCredit Offer is a bona fide offer in accordance with the HFSF Divestment Strategy (as defined below). HFSF welcomes this offer, which was announced in conjunction with a broader strategic agreement between Alpha and UniCredit.
In line with the founding law of the HFSF, namely Greek law 3864/2010 as amended and in force (the “HFSF Law”), and as part of the HFSF divestment strategy, a summary of which was publicly released in January 2023 on HFSF’s website1 (the “Divestment Strategy”), the Board of HFSF has resolved to announce its intention to initiate the process of disposing of the Shares through a competitive sale process (the “Competitive Process”).
The Competitive Process will entail a bidding process pursuant to Annex C, par. ii) – formal sale process through auction, of the Divestment Strategy and will commence at 10:30 a.m. Greek time on 30 October 2023, with offers due by 5:30 p.m. Greek time on 10 November 2023.
HFSF has appointed Lazard Frères SAS (“Lazard”), to act as its disposal advisor. Lazard, acting in such capacity, will conduct the bidding process. Interested investors should contact Lazard directly, using the contact details provided below in order to receive the relevant eligibility criteria and information to participate in the Competitive Process.
In order to be an eligible offer, interested investors should note that HFSF will only consider offers on the basis that
(i) the offer is for all of the Shares,
(ii) no due diligence will be offered by HFSF or Alpha,
(iii) a sale and purchase agreement will be made available by HFSF and any amendment thereof by the interested investor (other than as expressly permitted therein) would disqualify the investor, and
(iv) proof of immediately available funds is provided at the same time as such investor’s offer.
Interested investors will also be required to satisfy certain KYC requirements to be eligible.
UniCredit may
participate in the Competitive Process. Any offer by an eligible investor must be higher than the
UniCredit Offer. The completion of the sale of the Shares remains subject to the approval of the
Board of HFSF, who will evaluate the offer of the preferred bidder based on the fairness opinions
that it receives from its independent financial advisors in accordance with the HFSF Law.
All offers to be submitted are strictly confidential and will be assessed by the Board of the HFSF
at the end of the process.
