January 23rd, 2012

Retail and Corporate Banking, Financial Services

Merger

Phase Ι (Article 8 par. 3 of L. 3959/2011)

Clearance under commitments

Acquiring company(ies)

1. ALPHA BANK S.A.
2. EFG EUROBANK ERGASIAS S.A

Target company

ALPHA EUROBANK S.A. - SINGLE BANK

With the completion of the above merger, the entire GROUP of EUROBANK companies were to be owned 100% by ALPHA BANK. EUROBANK would cease to exist and its shareholders, common and privileged, would automatically become shareholders of the SINGLE BANK, through the acquisition of new (common or preference) shares of the latter, in exchange for the share capital and property of EUROBANK contributed to the SINGLE BANK.

The relevant markets, in which both parties are active, are: a) banking products and services (financial sector), b) mutual funds, c) insurance, d) leasing, e) factoring services, f) financial market services, g) asset management and h) real estate activities.

The Plenary Session of the Hellenic Competition Commission, voted unanimously and approved the notified concentration, subject to the following terms and conditions, in respect of card accepting and factoring markets:

1. In the relevant market of card acceptance, the parties will not proceed in discriminatory access/treatment of Cardlink (in which both companies are shareholders) of third-party clearing banks, so that access to the network service, POS provision discounts and pricing policy is made on equal terms for all customers, regardless of whether or not they are shareholders of Cardlink. With regard to the processing services, the parties will continue to provide the facility to the credit institutions having contracts with Cardlink and will select whichever processing service provider they desire. Also, for a period of two years from the completion of the merger, the parties will inform the Hellenic Competition Commission of the terms offered to the respective Cardlink customers.
2. For the factoring markets, the 26th term of the agency contract of “ALPHA BANK S.A” will be replaced, in order to clarify that the supplier’s commitment is limited to those requirements which are the subject of each contract, as following: “The supplier hereby certifies and guarantees that he is aware of the criminal provisions of article 3 par. 3 of law 1905/1990 and that he has not concluded, nor will he conclude during the present contract, another agency contract with another agent for the requirements that fall within the scope of the present”. 

It is mentioned that the notified merger was abandoned by the parties. 

Final. No appeal.

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