The Board of Directors of Alpha Trust, acting with a view to safeguarding and promoting the interests of the Company and its shareholders, and taking into account the content of the approved Prospectus, unanimously resolved:
a) to express its positive stance on the Tender Offer, judging that it is in the best interests of the Company and its shareholders, and
b) to cooperate with the Offeror in the subsequent stages of the Public Offer process, in accordance with the applicable legal and regulatory framework, for the following reasons:
The consideration offered by the Offeror for the purchase, in the context of the voluntary Tender Offer, is fair and reasonable from a financial perspective for the holders of the Tender Offer Shares.
It is estimated that the acquisition of the Company will generate synergies for both companies (the Offeror (and its subsidiaries) and the Company), as it is expected to operate in a complementary manner in their common areas of activity, both at the business and operational levels. Specifically, the Offeror will further expand its market share, enrich its product portfolio, and integrate experienced market executives into its workforce, with the aim of continuing and further developing its activities in the provision of Private Banking and Wealth Management services both within and outside Greece. Furthermore, the Company’s clients will become part of a consolidated group with access to a wide range of products and services as well as a network throughout Greece.
According to the Prospectus, the Offeror intends to retain the jobs of the Company’s Group staff and executives and not to make any significant changes to the terms of employment.
However, following the completion of the Public Offer and the acquisition of control of the Company, the Offeror will, in cooperation with the Company’s management, re-evaluate its operations and organization, with the aim of identifying potential synergies and improving efficiency, and may take decisions regarding material changes to the organizational structure, the number of employees in the Company’s Group, and their terms of employment, always in compliance with applicable labor laws.
The Reasoned Opinion constitutes a general assessment of the terms of the Public Offer, its impact on the Company’s operations, and the adequacy of the consideration offered, and does not constitute nor may it be construed as an inducement, recommendation, advice, or suggestion to the Shareholders to accept or reject the Public Offer.
The Board of Directors’ Reasoned Opinion is prepared in accordance with Article 15, paragraphs 1 and 2 of the Law, is submitted together with the Financial Advisor’s report to the Hellenic Capital Market Commission and to the Offeror in accordance with Article 15(3) of the Law, is communicated to the Company’s employees in accordance with Article 15(4) of the Law, and is published together with the Report in accordance with Article 16(1) of the Law.
*The full Reasoned Opinion of the Board of Directors of Alpha Trust is published in the right-hand column "Accompanying Material."