The Euronext Group is expected to publish today, Monday, the prospectus for its public offer to acquire the Athens Exchange (ATHEX).
Market sources say the document has been carefully structured to maximize acceptance of the offer. Behind the dense legal and technical language, the prospectus is understood to outline mechanisms designed to pressure minority shareholders into accepting the bid, allowing Euronext to exceed the crucial 90% ownership threshold.
Achieving that level would give Euronext the right to carry out a squeeze-out, compelling all remaining shareholders to sell their stakes at the same price. This would lead to ATHEX's delisting from the Athens Stock Exchange and its full absorption into the Euronext group. The 90% threshold is widely viewed as the "magic number" that would grant Euronext complete control with no further obstacles.
If, after the offer, Euronext acquires at least 67% but less than 90% of ATHEX shares, the company is expected to move ahead with a series of actions that, while fully compliant with regulations, are seen by the market as indirect pressure on minority investors. According to the same sources, the prospectus will note that Euronext could proceed with a group reorganization, potentially involving repeated capital increases. It may also refer to the possibility of a new voluntary public offer at a later stage to purchase any remaining minority-held shares.
The prospectus is further expected to outline a scenario under which ATHEX's core regulated operations would be spun off into a new company, referred to as "NewCo," which would act as the operator of the Greek securities market. Following this spin-off, Euronext could then acquire ATHEX's remaining assets and holdings—including NewCo—and ultimately move to liquidate the parent company. In such a process, the proceeds from asset sales would be distributed proportionally among shareholders. However, the real value received by minority shareholders would depend on the valuation and terms of the transactions, both determined by Euronext itself.
Even without the 90% needed for a squeeze-out, this structure gives Euronext significant leverage to push minority shareholders toward accepting the offer. Market observers say the strategy puts smaller investors in a difficult position: whether to accept the offer now or remain as minority holders at the risk of future devaluation or loss of their stake.
The 67% mark represents the minimum threshold for the public offer to be deemed successful. If Euronext fails to reach that level, the offer will automatically lapse and no share transfers will take place. In that case, shareholders who had accepted the bid will retain their ATHEX shares, and the transaction will be considered void.
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