Announcement [30.1.2012]
Pursuant to its market announcement dated 30 January 2012 and a letter of the
Athens Exchange apprising the Alpha Bank of the decision to temporarily suspend
trading of its shares, the Bank makes the following known:
1) In its market announcement of today, the Bank informed the investing public
that, at present, it cannot provide an accurate estimate of the timetable, and
the overall development, of the merger between the Bank and Eurobank
EFG, due to the current macroeconomic developments directly impacting on
the banking sector (Private Sector Involvement – PSI).
2) It is further noted that the resolution of the General Meeting of the Bank’s
Shareholders, dated 15 November 2011, had neither taken into account, nor
considered, the impact of the then announced, on 26 October 2011, financial
support plan for Greece (PSI+); this was because each bank’s Board of
Directors had confirmed to the other and to the respective General Meeting of
shareholders that it was unable to determine the impact of the PSI+ due to
the (then subsisting) lack of clarity about the terms of its implementation.
Accordingly, the aforesaid resolution of the General Meeting of the Bank was
premised on the previously announced draft PSI (dated 21.7.2011), to the
exclusion of any subsequent developments.
3) In light of the foregoing, the Bank intends to await the finalization of the terms
of the PSI (the impact whereof is expected to affect the parties in a
disproportionate manner) and shall then convene the Bank’s General Meeting
of shareholders, so that the latter can be duly informed and resolve upon
accordingly.
La risposta sulla difensiva di EFG:
Following the second announcement by Alpha Bank on January 30th 2012,
EFG Eurobank S.A. announces the following:
The completion of the merger of the two banks, that was decided by the
Shareholders General Meetings on November 15th 2011, had as only
condition precedent the approvals by the competent Greek authorities. All
necessary approvals have been obtained and pending is only the signing of
the notary deed and the related procedural formalities and formal approvals.
The basic PSI+ parameters and framework as these were decided by the
European Council on October 26-27, were already known when the decisions
were taken by the Shareholders General Meetings of both banks, which
approved the merger with percentages exceeding 97%. Although the final
impact of the PSI+ was not fully known, the decisions of the General Meetings
did not set as prerequisite or condition precedent for the completion of the
merger, the finalization of PSI+ or the assessment of its impact, nor
something to that effect was ever communicated to the investors community.
Since early November 2011, senior executives of both banks participate in the
negotiations between the Greek State, the IIF and the Troika regarding the
PSI+ terms, and therefore, the two banks have ever since been fully aware of
the developments.
The final capital needs of each bank will be determined by the Bank of
Greece, taking into consideration not only the results of the PSI+ but also the
results of Blackrock’s assessment, the effective management of assets and
liabilities, the assessment of their overall exposure to other risks, the effective
management of assets, the merger synergies and all other actions for capital
enhancement.
All conditions and approvals for the completion of the merger have been met
and no other decision by a corporate body is required. The merger of the two
banks creates significant benefits for the Greek economy and contributes, as
it has been repeatedly stated by the Management of both banks, to the
accelerated exit of the Country from the crisis and the reform and
strengthening of the Greek banking system.
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