Under the revised framework, the company can adjust both the 20-to-1 exchange ratio and the current 67 percent minimum acceptance threshold up to five days before the offer expires at 2 p.m. on November 17—without necessarily having to enhance the offer's financial value.
Investor attention is turning to Athens this week, where Stéphane Boujnah, Chief Executive and Chairman of Euronext, is set to hold a press conference on Monday at a critical juncture in the company's bid to acquire the Athens Exchange (ATHEX). Markets are watching closely to see whether the pan-European exchange operator will improve the terms of its offer—an adjustment that could shape the outcome of the takeover process.
Euronext announced its voluntary share-exchange offer on July 31, 2025, proposing an exchange ratio of 20 ATHEX shares for each new Euronext share. Based on Euronext's closing price of €142.70 on the previous day, the offer valued ATHEX at €7.14 per share, or roughly €412.8 million in total. However, with Euronext's stock having since declined to €125.10, the implied value of the bid has fallen to €6.26 per ATHEX share, or about €361.6 million overall—roughly 12 percent lower than the initial estimate. Because the offer is entirely stock-based, without a cash component, its appeal is closely tied to Euronext's own market performance, which analysts have described as the deal's "Achilles' heel."
Adding to the complexity, the Greek government recently passed a controversial legal amendment, folded into a wider education bill, that effectively retroactively supports Euronext's offer. Although the law was published in the Government Gazette on October 13, its provisions apply from October 1, encompassing the October 6 launch of the bid. The change removes any legal uncertainty over whether Euronext can amend the terms of its proposal.
Under the revised framework, the company can adjust both the 20-to-1 exchange ratio and the current 67 percent minimum acceptance threshold up to five days before the offer expires at 2 p.m. on November 17—without necessarily having to enhance the offer's financial value.
People familiar with the process suggest that while the minimum acceptance threshold could eventually be lowered to 50.1 percent to facilitate completion, the exchange ratio itself is unlikely to change.
A further point of investor concern is whether Euronext plans to raise capital in the near future—a step that could disadvantage those who choose to exchange ATHEX shares for Euronext stock under the current offer. The question has gained traction amid growing scrutiny of the group's financial position.
According to its half-year financial report, Euronext's total debt stands at around €2.9 billion, comprising €2.31 billion in long-term liabilities and €602.7 million in short-term obligations. Financial expenses rose to €19.6 million in the first half of 2025, up from €17.8 million a year earlier, while the net financial result swung to a loss of €7.2 million from a profit of €8.2 million in 2024. Cash reserves declined sharply over the same period, falling to €919 million at the end of June from €1.67 billion at the start of the year.
Analysts say that with net debt approaching €3 billion and liquidity tightening, Euronext may be forced to bolster its balance sheet through a capital increase to maintain its credit rating. Beyond immediate financial considerations, the company's longer-term ambition—to transform itself into a unified, pan-European stock exchange, a vision recently endorsed by German Chancellor Friedrich Merz—would likely require additional acquisitions and mergers across regional markets, and with them, new capital and share issuance.
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