Europe Holdings announced the agreement for its acquisition by CrediaBank, confirming reports previously published in the Chameleon column.
As stated in a related announcement, the public limited company under the name “EUROPE HOLDINGS S.A.” and the trade name “EUROPE HOLDINGS” (hereinafter the “Company” or the “Absorbed Company”), following the letter dated May 21,2026 and ref. no. 1075 from the Hellenic Capital Market Commission, hereby notifies the investing public that the Company’s Board of Directors, at its meeting on May 21, 2026, resolved to initiate the merger process (the “Merger”) through the absorption of the Company by the public limited banking company under the name “CREDIA BANK S.A.” and the trade name “CREDIA BANK” (hereinafter “CREDIA BANK” or the “Absorbing Company”), whose shares are also listed for trading on the Main Market of the Athens Stock Exchange.
A corresponding decision to initiate the merger process was also taken on the same date by the Board of Directors of CREDIA BANK.
The aforementioned process commences following the signing of binding agreements between the parties involved regarding, among other things, the proposed Merger, the completion of which is subject to the fulfillment of customary terms and conditions for transactions of this nature, as well as the receipt of all required corporate, supervisory, regulatory, administrative, and other approvals, in accordance with applicable law.
The Merger will be carried out in accordance with the provisions of Law 4601/2019, Law 4548/2018, Article 16 of Law 2515/1997, as currently in force, as well as the applicable provisions of securities and capital markets legislation.
The date of preparation of the transformation financial statements has been set as June 30, 2026, based on which the valuation of the merging companies will be carried out, in accordance with applicable law.
In the context of the proposed Merger, the proposed exchange ratio of the Absorbed Company’s shares to the Absorbing Company’s shares is 1.446 new common registered voting shares of CREDIA BANK S.A. for each (1) common registered share of the Absorbed Company.
In determining and applying the above proposed exchange ratio, account has been taken of the issuance of three million four hundred twenty-five thousand six hundred eighty-eight (3,425,688) new common registered shares of the Absorbed Company, which are expected to be issued through an increase in the Absorbed Company’s share capital by capitalizing share premium reserves, as part of the long-term incentive plan established in accordance with its current Compensation Policy and approved by the General Meeting of Shareholders on December 18, 2025.
These new shares will be allocated to the beneficiaries of said program and will participate normally in the Merger process, subject to the adoption of the required corporate resolutions and other approvals.
Furthermore, prior to the completion of the Merger, the Absorbed Company intends to proceed, in accordance with applicable law and following the receipt of the required corporate approvals, with a reduction of its share capital by up to €45.5 million (€0.31 per share), for the purpose of returning capital to its shareholders.
This capital return forms part of the overall transaction structure of the proposed Merger and is subject to the required decisions and approvals being obtained from the competent corporate bodies of the Absorbed Company and any other competent authority, as applicable. The company will raise these funds through the sale of part of its real estate assets.
The proposed Merger is part of the strategic planning of the involved companies to form a unified corporate and business structure capable of leveraging complementary activities, infrastructure, and growth potential, with a view to strengthening business operations and creating long-term value for shareholders.
The EUROPE HOLDING Group, with its subsidiaries EUROPE INSURANCE and NAK Insurance Brokers, is currently characterized by an extremely high solvency ratio of 366%, high business growth rates, and leading operating margins, and is expected to become a key pillar of the Bank for the provision of insurance products and services, contributing to the high growth rates already recorded by the CREDIA BANK Group and maximizing the expected benefits of the proposed merger.
CREDIA BANK expects to leverage the successful senior management team and experienced staff of its European subsidiaries, who will retain their positions and continue to manage the Group’s insurance operations following the completion of the Transaction.
Ms. Eleni Vrettou, CEO of CrediaBank, commented:“The agreement on the key terms of the merger with Europe marks another step in the disciplined execution of our strategy to build a more diversified and resilient business model. This follows our highly successful €300 million capital increase earlier this year and reflects our continued focus on targeted opportunities that create value.
The proposed transaction will expand our fee-generating activities through the development of a comprehensive insurance platform, strengthening both the sustainability of our revenue and our capital generation profile.
Europe is a well-managed, conservatively capitalized, and rapidly growing business with an exceptional management team and excellent relationships in the insurance and reinsurance markets.
We look forward to working with the Europe team and delivering substantially improved services to our customers.”
Mr. Nikolaos Makropoulos, Chairman of Europe, stated: “Today’s agreement is a significant milestone for Europe and reflects the strength and continued momentum of our presence in the Greek insurance market, supported by a proven track record of profitable growth and the depth of experience of our senior management team.
Our recent strategic expansion, including the acquisitions of NAK, AMYNA, and a 50% stake in Alpha Insurance Brokers in Romania, underscores our ability to successfully execute inorganic growth opportunities.
The partnership with CrediaBank has the potential to further accelerate this trajectory, combining our capabilities in insurance underwriting and brokerage with the Bank’s nationwide distribution network and digital reach, while maintaining our focus on quality, reliability, and solvency.
We are excited about the opportunity to offer broader solutions and an enhanced customer experience, while creating new opportunities for our people.”
Investors will be informed in accordance with applicable law of any material developments regarding the Merger process, including, in particular, the preparation and publication of the draft merger agreement, the finalization of the proposed exchange ratio, the required reports and opinions, the resolutions of the General Meetings of the shareholders of the merging companies, and any other document or information required to be disclosed in accordance with applicable law.