Euronext has submitted an improved offer for 100% of the share capital of Hellenic Exchanges – Athens Stock Exchange S.A. (HELEX). The Board of Directors of HELEX unanimously supports the offer. The terms of the agreement and official announcements are detailed below.

Euronext has announced a voluntary public share exchange offer to acquire all common registered shares of HELEX, each with a nominal value of €0.42, in exchange for new Euronext shares, at an exchange ratio of 20 HELEX shares for each 1 new Euronext share.

Based on Euronext’s closing price on July 30, 2025, which was €142.7, the offer values HELEX at €7.14 per share, with the fully diluted equity value totaling approximately €412.8 million.

This proposal aligns with Euronext’s strategy to integrate European capital markets. The combined group aims to promote harmonization across capital markets through a unified technology platform. The announcement notes that Greek capital markets are expected to benefit from increased visibility to global investors as part of Europe’s largest liquidity pool.

Annual operating synergies are estimated at €12 million by 2028, with implementation costs around €25 million.

The offer meets Euronext’s investment criteria, as the return on capital employed (ROCE) is expected to exceed the weighted average cost of capital (WACC) within 3 to 5 years post-acquisition. Additionally, the deal is projected to be earnings accretive for Euronext shareholders from year one of synergy realization.

The Board of Directors of HELEX unanimously supports the offer and has signed a cooperation agreement with Euronext.

Euronext’s Announcement:

Euronext, the leading pan-European market infrastructure group, today announces the submission of a voluntary public share exchange offer addressed to all HELEX shareholders, in accordance with Greek law 3461/2006. Euronext has initiated the offer process by notifying the Hellenic Capital Market Commission (HCMC) and the Board of HELEX, and submitting a draft Information Circular, as per Article 10, paragraph 1 of the law.

The offer is subject to customary conditions and regulatory approvals. It proposes an exchange ratio of 20 HELEX shares for each 1 new Euronext share (“Proposed Price”). Based on the July 30, 2025 closing price of €142.7, HELEX is valued at €7.14 per share, with the fully diluted total share capital estimated at €412.8 million.

As Europe’s leading market infrastructure provider, Euronext plays a central role in the EU’s Capital Markets Union — particularly relevant amid growing calls for enhanced competitiveness across the EU. The potential integration with HELEX would bring significant benefits to the Greek market, including enhanced global exposure, access to Euronext’s consolidated post-trade services, and opportunities for growth and synergy. Greece would become a stable and integral part of the EU’s financial ecosystem.

Euronext currently manages about 25% of all European cash equity trading activity and operates markets in Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo, and Paris. Integration would enable Greek market participants to join a network of over 1,800 listed companies with a combined market capitalization exceeding €6 trillion. Euronext’s interest in HELEX reflects its confidence in the growth trajectory of the Greek economy and the potential of further integration into the eurozone’s capital markets.

Euronext CEO Stéphane Boujnah stated:

“With this offer to acquire HELEX, Greece’s market operator, Euronext is taking a major step toward a more unified and competitive European capital market. Our commitment to building a European Capital Markets Union is stronger than ever. Through our integration capabilities, we have built the leading European market infrastructure. We aim to expand further in Greece, turning HELEX into a financing hub for Southeastern Europe. Given Greece’s strong economic recovery, now is the right time to invest. Integrating with Euronext’s technology and services will raise the visibility and attractiveness of the Greek markets globally.”

Overview of the HELEX Group:

HELEX (ATHEX – GRS395363005) operates Greece’s capital market infrastructure, including clearing, settlement, and trading of equities and derivatives, digital and tech services, and listings and market data. In H1 2025, 49% of HELEX revenue came from clearing and central securities depository services. ATHEXCLEAR, the group’s central counterparty, provides clearing services in Greece and neighboring countries. By mid-2025, around 150 companies were listed on HELEX, with an average market capitalization of €127 billion and daily trading volumes of €198 million in equities and 51,600 derivatives contracts. HELEX also owns 21% of the Hellenic Energy Exchange (EnEx).

In recent years, HELEX has benefited from a favorable macroeconomic environment supporting Greece’s economic recovery. In 2024, HELEX reported net revenue of €52 million, up +76% from 2020, and EBITDA of €23.7 million — more than triple the 2020 level. The Greek economy is expected to continue supporting capital markets activity through asset revaluations and growing international appeal.

Strategy:

The proposal highlights Euronext’s successful track record of integrating European markets to enhance competitiveness. Since 2018, Euronext has proven its ability to deliver value to local markets within its network. Integrating HELEX into the largest liquidity pool in Europe will offer Greek issuers and investors greater visibility and access while boosting overall market liquidity. Following the transition of Euronext Dublin, Oslo Børs, and Borsa Italiana to the unified trading platform Optiq®, trading volumes and market quality indicators improved significantly.

Joining Euronext would position Greece as a regional listing hub for Southeastern Europe under a harmonized regulatory and technology environment, offering scale, visibility, and access to European liquidity.

Fragmentation in Europe’s post-trade landscape is a major barrier to capital markets integration and competitiveness. Euronext has actively addressed this by expanding its clearing services across its seven regulated markets in 2024. Under its “Innovate for Growth 2027” strategy, Euronext aims to establish Euronext Securities as Europe’s reference central securities depository (CSD). With this offer, Euronext further harmonizes European post-trade infrastructures.

The deal would also allow Euronext to diversify geographically and position HELEX as its regional growth hub in Southeastern Europe. Euronext and HELEX also intend to strengthen ties between EnEx and Euronext’s Nord Pool electricity exchange.

Financial Impact & Integration Plan:

Euronext expects to achieve €12 million in annual run-rate synergies by 2028, primarily from (i) transitioning Greek trading to the Optiq® platform and (ii) centralizing key functions. Implementation costs are estimated at €25 million. The transaction is expected to be accretive to Euronext’s earnings per share from the first year of synergy realization.