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NATIONAL BANK OF GREECE S.A.
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Announcement
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September 27, 2007 The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the shares may not be tendered in the offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the tender offer memorandum and any other documents or material relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of shares made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted. For the purposes of this paragraph, the United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. The Offer is not being made and will not be made, directly or indirectly, in or into any other country, including into, Canada, Australia or Japan, where, under its law, the execution of the offer or the posting or distribution of the tender offer memorandum is illegal or contravenes any applicable law, rule or regulation. Part I National Bank of Greece S.A. (N.B.G.) announces a voluntary takeover bid in cash to the shareholders of the Greek societe anonyme with the trade name THE ETHNIKI, Hellenic General Insurance Company S.A (National Insurance) to acquire all of National Insurance's shares that NBG does not already own (the Offer). National Insurance is listed on the main market of the Athens Stock Exchange (the ATHEX). - The Offer Price is euro 5.50 per share. Based on this Offer Price, National Insurance is valued at euro 710 million. - The Offer Price represents a premium of 18% in relation to the National Insurance's closing share price as at 21st September 2007 and a premium of 21%, 11% and 5% in relation to the weighted average share price of the last month, the last three months and last six months respectively. - The Offer will be financed from NBG's existing available funds in cash. - The Offer is not subject to a minimum acceptance condition or to any other condition. Mr. Takis Arapoglou, Chairman and CEO of NBG, said: In the current market conditions and taking into account the liquidity of National Insurance's shares, today's Offer provides an opportunity to National Insurance's minority shareholders to re-examine their investment position and if they so desire, to dispose of their investment at an attractive level in relation to the current share price. By increasing its shareholding in National Insurance, National Bank of Greece aims at strengthening its cooperation with the company to achieve dynamic growth in bancassurance and realise economies of scale in order to ultimately fulfil National Insurance's business plan. The Offer marks the completion of the NBG's long standing effort to simplify and rationalise the Group's structure. Background and reasons for the Offer National Insurance was established by NBG in 1891 as the Greek company of general insurances with the tradename THE ETHNIKI and was listed on ATHEX in 1946. The Offeror has been its largest shareholder ever since and holds shares, which represent 76.92% of National Insurance's total paid-up share capital and voting rights. National Insurance is likely to miss its profitability targets for the current year due to the contraction of prices in the general insurance sector brought about by intense competitive pressure. As a result, the management of National Insurance recognised that the targets, as set out in the 2006-2008 Business Plan, are no longer achievable for the current year. In addition, National Insurance's shareholders have not received dividends over the past 3 years and its accumulated losses do not permit the distribution of dividends in the near future. Nevertheless, in recognition of the long term growth prospects for the Greek insurance market in which National Insurance has a leading position, NBG will continue to support National Insurance's effort to achieve its targets. At the same time, NBG will endeavour to further the cooperation between the distribution networks of the two companies and the sale of insurance products to the Bank's client base. The realisation of such synergies and of cost cutting through the reduction of common or parallel activities of the two companies will be facilitated by an increased share holding of NBG in National Insurance. In light of the above, NBG decided to offer National Insurance's minority shareholders the opportunity for an immediate exit from their entire investment. Timetable A further announcement will be made on the detailed timetable once the Offer document is approved by the Greek regulator (Capital Markets Commission -CMC). Goldman Sachs International and Morgan Stanley & Co. Limited are acting as exclusive advisors to the Offeror in connection with the Offer in accordance with article 12 of Law 3461/2006.
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