ALPHA SERVICES AND HOLDINGS S.A.
Alpha Bank's Board of Directors rejects NBG's unsolicited proposal
In reply to a letter by the Hellenic Capital Market Commission dated 18 February 2011, Alpha Bank announces that, on 18 January 2011, received an unsolicited written proposal from the National Bank of Greece S.A. ("NBG") for the merger of the two banks by way of absorption of Alpha Bank by NBG.
In particular, the proposal mentioned, inter alia, that:
(Α) The merger will take place on the basis of a share exchange ratio of 8 NBG common shares for 11 Alpha Bank common shares, and
(Β) The claimed benefits from the combination of the two banks will arise in terms of cost reductions and potential revenue enhancements.
Upon receipt of the proposal, Alpha Bank duly entered into a confidentiality agreement with NBG, the terms whereof provided for 18 February 2011 to be the expiration date for the consummation of the negotiations, and initiated exploratory discussions with NBG assisted by its financial advisors and legal counsels.
Further to the above, the Board of Directors of Alpha Bank convened on 18 February 2011 and, following due consideration of the terms of the proposal, unanimously resolved to reject it, taking into account the uncertainties of the current environment, and the terms of the proposal itself, which were not deemed beneficial to the Alpha Bank shareholders.
In particular, the proposal mentioned, inter alia, that:
(Α) The merger will take place on the basis of a share exchange ratio of 8 NBG common shares for 11 Alpha Bank common shares, and
(Β) The claimed benefits from the combination of the two banks will arise in terms of cost reductions and potential revenue enhancements.
Upon receipt of the proposal, Alpha Bank duly entered into a confidentiality agreement with NBG, the terms whereof provided for 18 February 2011 to be the expiration date for the consummation of the negotiations, and initiated exploratory discussions with NBG assisted by its financial advisors and legal counsels.
Further to the above, the Board of Directors of Alpha Bank convened on 18 February 2011 and, following due consideration of the terms of the proposal, unanimously resolved to reject it, taking into account the uncertainties of the current environment, and the terms of the proposal itself, which were not deemed beneficial to the Alpha Bank shareholders.