1. Introduction

On July 31, 2025, Euronext, a leading pan-European market infrastructure, announced a voluntary share-exchange offer to acquire all ordinary shares of Hellenic Exchanges – Athens Stock Exchange S.A. (ATHEX). The aim is to integrate the Greek exchange into Euronext’s extensive pan-European infrastructure, a move contingent upon securing both shareholder and regulatory approvals. While this is a corporate action, it is also symbolic of further consolidation of the European capital markets. 

Let’s look at the acquisition, the benefits for Greece and Greek companies, and how this furthers European capital markets (and why further integration would be desired).

 

2. Who is buying whom?

2.1 Athens Stock Exchange (ATHEX)

The Athens Stock Exchange (ATHEX) is Greece’s capital markets exchange. Its operations are similar to other exchanges, including custody, settlement, clearing, cash-equity and derivatives trading, as well as providing IT, digital, listing, and data services. There were about 150 listed companies, with an average total market capitalisation around €123 billion. 

2.2 Euronext N.V.

Euronext N.V. is Europe’s preeminent market infrastructure provider, operating a vast network of exchanges across Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo, and Paris. This expansive presence creates a unified liquidity pool that accounts for approximately 25% of European cash-equity trading. Importantly, Euronext has a proven track record of successfully integrating national exchanges, including those in Paris, Amsterdam, Brussels, Dublin, Oslo Børs, and Borsa Italiana, consistently moving towards the harmonisation of Europe’s capital markets.

 

3. What’s in the deal?

Euronext’s offer for ATHEX is structured as an all-share voluntary share-exchange offer, proposing 20 ATHEX shares for 1 new Euronext share. Based on Euronext’s price, this equates to about €410 at the end of July, higher than the previous offer by 1 share (i.e., the old offer was 21 ATHEX for 1 Euronext).

Financially, Euronext anticipates significant financial benefits from this acquisition, projecting €12 million in annual run-rate cash synergies by 2028. The offer is subject to customary conditions, including shareholder approval and regulatory clearance. Acceptance is expected to commence in the last quarter of 2025, with completion targeted before the end of 2025, if successful.

 

4. Strategic Rationale and Benefits

Euronext’s proposed acquisition of ATHEX is underpinned by a strategic rationale. At its core, Euronext views this combination as a crucial step towards a more integrated and competitive European capital market. The current fragmentation across European exchanges is seen as a barrier to efficiency and global competitiveness, and this merger directly addresses that challenge.

A key benefit lies in the unified technology and infrastructure that the integration would bring. By migrating Greek markets onto Euronext’s advanced trading, clearing, and post-trade platforms, the deal aims to streamline operations, enhance market efficiency, and provide a more seamless experience for market participants.

On the Greek side, joining Euronext’s extensive network is poised to dramatically improve visibility and liquidity for Greek issuers. Euronext’s platform will expose Greek companies to a much broader international investor base, potentially leading to increased trading volumes and more favorable valuations.

This exposure is particularly important for small and medium-sized enterprises (SMEs) seeking capital for expansion and innovation, as the larger corporates command the means to raise capital inside and outside Greece, whiel smaller companies may not have that luxury.

 

5. Governance, Integration, and Local Presence

A crucial aspect of Euronext’s acquisition strategy is its commitment to maintaining a strong local presence and ensuring effective governance within the integrated structure. Despite the integration into a larger pan-European entity, ATHEX’s head office will remain in Athens, and its tax residence will continue to be in Greece. This commitment to local roots is designed to reassure stakeholders and preserve the unique identity and operational integrity of the Greek exchange.

Moreover, the CEO of ATHEX is slated to join Euronext’s managing board,and the Hellenic Capital Market Commission (HCMC) will join Euronext’s college of regulators, fostering closer regulatory alignment and oversight.

The transaction also involves the exchange of ATHEX shares for Euronext shares, effectively making Greek shareholders part-owners of the combined group. The overarching goal of this transaction is to establish a new brand, “Euronext Athens”, similar to other national exchanges, which will symbolise Greece’s seamless integration into the Euronext platform and its enhanced connectivity to one of the world’s largest liquidity pools.

 

6. Market Reaction and Next Steps

The announcement of Euronext’s improved offer for ATHEX has elicited a generally positive market reaction, particularly from within Greece. The ATHEX board has unanimously supported the enhanced offer and has formalised this commitment by signing a cooperation agreement with Euronext. This strong endorsement from ATHEX’s leadership signals confidence in the proposed merger and its potential benefits.

The success of the tender offer now largely hinges on shareholder response and regulatory approvals. A potential challenge lies in the dispersion of ATHEX’s approximately 60 million shares, which could make obtaining full control a complex endeavor. 

Beyond shareholder acceptance, the transaction requires significant regulatory approvals. The Greek Finance Ministry’s welcoming stance on the deal suggests a favorable regulatory environment within Greece, but European clearances will also be crucial.

Market expectations prior to the improved offer had called for a higher valuation, and some commentators had even anticipated the inclusion of a cash component in the offer. While the improved all-share offer addresses the valuation concerns, the absence of a cash option remains a point of discussion among some market observers.

 

7. Lessons from Germany – or not

Readers may notice the conspicuous absence of the largest capital markets within continent Europe, namely there is no Euronext Frankfurt or any other Euronext German exchange. Nor is there any joint venture between Euronext and Deutsche Boerse, the main infrastructure provider in Germany.

The bids between Euronext and Deutsche Boerse since the beginning of the century have failed because of either shareholder or regulatory rejection. In the case of shareholdlers, the issue revolves around good business. On the regulatory side, as usual, anti-competition concerns are raised, especially when competing businesses complement each other in an area that would become monopolistic were they to merge. The likelihood that the ATHEX and Euronext deal would lead to a Europe-wide monopoly is very low, and thus regulatory rejection at least for ant-competitive reasons seems unlikely. 

The Euronext-ATHEX transaction would broaden European markets in a way consistent with Europe’s stated desire to expand access and reduce national barriers across the EU, while also avoiding anti-trust accusations. 

 

8. Implications for Investors and the Greek Market

For ATHEX investors, the successful acceptance of Euronext’s offer would entail a significant transformation. The conversion provides exposure to a larger, more diversified European exchange group, immediately diversify their portfolios beyond the Greek market. One of the most anticipated benefits for the Greek market is the potential for improved liquidity and valuation for Greek companies.

However, there are risks, too, mainly around approval from regulators or shareholders. Deals do fall apart, and in this case, the wide dispersion of ATHEX’s free float could complicate matters if there is not enough shareholder response.

Beyond the immediate transaction, this deal holds broader implications for the ongoing efforts to build a European “Savings and Investment Union.” The acquisition could encourage similar mergers and acquisitions in the future, with the end result being some fulfillment of Europe’s stated goals of gluing together fractured markets in order to compete with China and especially the US.

 

9. Conclusion – what to watch and where to follow

Euronext’s voluntary share-exchange offer for ATHEX represents a significant milestone for both Greece and the broader integration of European capital markets. If the tender offer succeeds, Greek companies and investors come into the fold of one of the world’s largest and most liquid trading pools. Such connection means more investment, more liquidity, and easier financing for the Greek market.

Investors keenly observing this development should closely monitor several key factors: shareholder acceptance, regulatory decisions, and a successful integration, including the migration of ATHEX onto Euronext’s platforms technologically, where disruptions and delays are frequent and can be much more difficult than initially envisioned.

You can follow updates on the ATHEX page, Euronext page, the Greece page, the Equity Markets page, or even a combination of them on a watchlist.