The management teams of EFG Eurobank Ergasias (Eurobank EFG) and of DIAS Portfolio Investments (DIAS) closed-end investment company announce their intention to merge, whereby Eurobank EFG will absorb DIAS, at a share exchange ratio of 6.2 DIAS shares to 1 Eurobank EFG share.
DIAS is a closed-end investment company, listed on the Main Market of the Athens Stock Exchange (ASE). Its portfolio consists mainly of shares in listed companies conducting their business in Greece and the emerging markets of the region (south-eastern Europe, Turkey, Egypt), and to a lesser extent of bonds, mutual funds’ units and cash reserves.
During the last years, almost all closed-end funds have been trading with low liquidity and at considerable discounts to their net asset value, a development that works against their shareholder’s interests. DIAS in particular, has been trading at a discount of approximately 40% in the last months, despite the superior performance of its underlying portfolio, which ranked DIAS first among domestic closed-end funds for the five out of the last six years.
Through this merger, the shareholders of DIAS will exchange their shares with shares of Eurobank EFG, one of the largest, by market capitalization, companies listed on the ASE, with considerable weight in market indices, high liquidity and prospects. At the same time, Eurobank EFG will acquire a portfolio of listed shares, with significant geographic diversification.
Based on yesterday’s (21.10.2010) closing price of Eurobank EFG share (€5.12), the proposed share exchange ratio values the shares of DIAS at €0.83, a valuation that represents a premium of 31% on yesterday’s closing price of DIAS’ share and a discount of 24% on its net asset value (NAV). Based on the average closing price of Eurobank’s share over the last quarter (€5.23), the proposed share exchange ratio values the existing shares of DIAS at €0.84, a valuation that represents a premium of 34% over DIAS’ share average closing price during the last quarter and a discount of 21% on its NAV during the same period.
Completion of the merger is subject to the required approvals of the Boards of Directors and of the General Assemblies of the companies, which will be called upon to decide subsequently to the opinion of independent audit firms on the fairness of the share exchange ratio. Furthermore, completion of the merger is subject to the approval of all relevant supervisory authorities.