The Board of Directors of J&P-AVAX S.A. announces that on 11/06/2007 J&P-AVAX S.A. acquired 23,324,453 shares of ATHENA S.A. from shareholders and the management of the latter, for a consideration of Euro 1,67 per share, equivalent to a total amount of Euro 38,951,837 in cash, thus acquiring a stake of 47.37% of the latter's share capital.
The price per share offered is by 10.8% higher than the average weighted share price of the last 6 months.
As a result of this transaction, J&P-AVAX S.A. is required to submit a mandatory tender offer for ATHENA S.A.'s total outstanding shares, according to the provisions of the law (Law 3461/2006), within the specified deadline.
The transaction is a development of significant strategic importance for J&P-AVAX S.A. and ATHENA S.A. in the overall growth of the construction sector in Greece.
J&P-AVAX S.A. substantially enhances its presence in port, environmental and energy projects, where ATHENA S.A. has a long-standing presence and experience. The transaction also enhances J&P-AVAX's presence abroad, with ATHENA's projects in Romania and the United Arab Emirates.
At the same time, J&P - AVAX S.A. strengthens its portfolio of concession projects, which constitutes a key priority for J&P-AVAX S.A. and gains direct access to ATHENA's experienced personnel. The transaction is also expected to yield synergies in the operation of the fixed assets of the two companies, in the context of the two companies' aggregate backlog of approximately euro 2.9 bn.
For ATHENA S.A., which will continue its independent operations, the inclusion within the J&P AVAX Group strengthens its presence in the sector, in a period of significant new projects and improves its competitive edge for new projects in its area of expertise.
In addition to the participation of J&P-AVAX S.A. in the share capital of ATHENA S.A., the two companies are in discussions regarding a potential participation of shareholders and the management of ATHENA S.A. in a share capital increase of J&P-AVAX S.A. through the waiver of rights of J&P-AVAX S.A.'s existing shareholders. The total participation in J&P AVAX S.A.'s will amount to 5%-7% of its share capital.
A presentation relating to the transaction is available at J&P-AVAX S.A.'s website (www.jp-avax.gr).
NBGI, the investment banking arm of the National Bank of Greece Group, is advising J&P AVAX S.A. on the transaction.