The deal is structured as a share swap, offering one Euronext share for every 20 ATHEX shares. Based on Euronext’s closing price of €142.70 on July 30, 2025, this translates to a valuation of €7.14 per ATHEX share and a total equity value of approximately €412.8 million on a fully diluted basis.
The offer came in below what many in the market had anticipated, not only in valuation but also in structure. It includes no cash component, consisting entirely of shares, and comes with a set of binding legal commitments that raise concerns. According to the transaction agreement, until the offer is completed, the ATHEX board has agreed not to proceed—without prior written consent from Euronext—with a number of key actions. These include amending the company’s bylaws, issuing or repurchasing shares (except where contractually obligated), distributing dividends for 2024 or interim dividends for 2025, and disposing of treasury stock.
One clause in particular stands out: the restriction on dividend distributions. While ATHEX has already paid its 2024 dividend—rendering that part of the clause moot—the restriction on 2025 payouts could have a more material effect. Under normal conditions, ATHEX would be expected to distribute dividends next year. By pre-committing not to do so, the board is effectively transferring value from current shareholders to the prospective buyer. Euronext would acquire ATHEX with its cash reserves intact, without any obligation to immediately return that capital to existing investors.
In response to questions, ATHEX issued a clarification: “The commitment pertains only to the actions of the Board of Directors. Such a clause is common in deals of this type. The Board has agreed not to propose these actions to the General Assembly. Should shareholders independently convene and decide otherwise, within the bounds of corporate law, the agreement with Euronext poses no legal barrier.”
Behind the scenes, the acquisition may have even more favorable implications for ATHEX CEO Giannos Kondopoulos. Beyond the strategic realignment this deal signals for Greece’s capital markets, it also marks a personal milestone for Kondopoulos. Under Euronext’s federal governance model, the CEO of ATHEX is expected to be nominated to join the board of Euronext N.V.—a role that not only elevates his position in European financial circles but also comes with substantial financial incentives.
Euronext’s official remuneration policy outlines a package that could range from €400,000 to as much as €1.6 million annually, depending on performance targets. The structure includes short-term bonuses that can reach up to 105% of base salary, as well as long-term equity incentives worth up to 200% in the case of exceptional performance. To compare, Kondopoulos earned €528,109 from ATHEX in 2024. The shift, then, is significant: not only is his influence poised to grow on a European stage, but his compensation could potentially triple or more.
