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Deals in 2019

Increased deal activity in an improving investment environment

PwC Greece February 2020 M&A activity in 2019

Greek companies attracted in total €12 bn in 2019, continued consolidation of the banking sector are of which €4.3 bn account for plain vanilla M&As, €5 expected to be the main drivers of sustainable growth bn were raised through traded corporate bonds, €1.2 2019 marked a bn through privatisationsand €1.5 bn concern non- In 2019, there was significant portfolio securitisation performing loans transactions by the Greek banks activity of non-performing loans by systemic banks, year of increased which were sold to international funds In 2019, 85 M&A deals were completed. The five largest M&A activity as the deals amounted to €1.7 bn. M&A landscape in 2019 is The reduction in non-performing loans, including characterisedby strong cross sectoral M&A activity, with securitisations and carve-outs, is estimated at €52.8 bn number of total deals no particular sector dominating in the Greek market by 2020 increased by 67% Inbound transactions represent roughly 50% of the total The top 20 M&A transactions completed in transaction value, 6.3 pps higher than in 2018 in 2019 reached €235 bn in value, of which 45% compared to 2018 in Pharmaceuticals, 16% in Energy and 14% in Privatisation proceeds in 2019 were driven by the Telecommunications Media & Technology(TMT) extension of the concession agreement of International Airport for 20 years, for a total consideration PwC is the first M&A financial advisor in Europe in terms of €1.1 bn of number of deals and second in terms of value in mid cap transactions between $10 mn - $300 mn In 2019, the trend of micro (<€10 mn) and small (€10 mn - €50 mn) transactions continued and was further In 2020, M&A deals along with privatisations are increased compared to 2018 expected to significantly exceed those of 2019

Key economic indicators, although gradually improving, remain weak and the level of investment is not sufficient to support high growth. Accelerating reforms and the

Deals in Greece 2019 February 2020 2 1. Economic Outlook The challenge of the following years is the Contents achievement of a sustainable long term growth The level of M&A 2. M&A Transactions activity in Greece is 85 M&A transactions, amounted to €4.3 bn in 2019 versus €3.7 bn in 2018 still low compared to the rest of Europe 3. Issues During 2019, 12 tradeable corporate bonds were issued, amounting to €5 bn

4. European M&A Highlights The top 20 announced deals in Europe reached €235 bn

5. M&A Dynamics for 2020 The M&A market will remain on a growth track in 2020

6. Conclusions 2019 was characterised by a large increase in the total number of transactions in all sectors of the Greek market

7. Appendices

Deals in Greece 2019 February 2020 3 1.

Economic outlook

The challenge of the following years is the achievement of a sustainable long term growth

February 2020 4 The total capital attracted by Greek companies in 2019 amounted to €12 bn

M&A€4.3 bn €5 bn 85 Value of corporate bonds issued by Greek companies M&A TRANSACTIONS of above 33% acquisition amounted to €3.1 bn total value* €1.5 bn 64 NPLs Transactions MINORITY DEALS of deal value* €990 mn €1.2 bn 17 Privatisation proceeds DISPOSAL OF NON CORE ASSETS by systemic banks €236 mn €51Average deal sizemn

*total value 4of deals including non reported deals 6 Distressed deals were recorded in 2019

Deals in Greece 2019 1. Economic Outlook February 2020 5 Acceleration of reforms and consolidation of the banking sector will drive sustainable growth

• Key economic drivers, although gradually improving, remain weak and the • In fiscal terms, Greece: investment level lies far below the levels that are consistent with high growth - has been realising budget surpluses (above target) from 2016 onwards, • Consumption continues to be restricted by disposable income, while bank - has been upgraded 3 times by international rating agencies since the beginning liquidity (deposits) remains 60% below of its pre capital-control levels; however, of 2019, with a view to reach an investment grade in the coming months, with clear signs of recovery, as the Greek economy gains in credibility and in a - raised €11.5 bn from the , in 5 editions at a time lower risk environment - holds public debt with an average maturity of almost 21 years, 2.7 times longer • The reduction in the corporate tax rate from 28% to 24% (with plans to be than that of similar European countries; further reduced to 20% over the coming months), as well as the reduction of the dividend tax rate to 5% (from 10%) are expected to support the business and along with the SMP/ANFA repayment (of approximately €1.5 bn annually) environment and boost investment interest and the significant reduction in its debt servicing costs, it will be able to meet its needs in the near future • The State is in the process of reorganising and modernising its operational structures, but there is still a long way to go before it becomes sustainable and • As long as fixed capital investments remain below their depreciation level, efficient economic growth will remain limited • Greek banks are accelerating the process of removing NPEs from their balance • The country will benefit from major structural reforms as its economic model is not sheets; however, due to their structural and operating weaknesses, they face yet compatible with sustainable growth difficulties in funding growth • There are still some geopolitical risks, but they are not expected to reverse the • The real estate sector is showing signs of strong recovery, on the back of the country’s positive momentum reduction in the ENFIA tax by 22% on average, in 2019, with the investment in • The challenge of the following years is the achievement of a sustainable long term dwellings hovering around €1.5 bn in 2019. Tourism and rising demand for short- growth term rentals are expected to continue to support this trend

Deals in Greece 2019 1. Economic Outlook February 2020 6 10y Government Bond Yields The “trust gap” between PIIGS 40% Greece and the rest PSI MARIO DRAGHI 35% “WHATEVER IT TAKES” of Europe has been 30% Referendum 25% Closure of first systematically shrinking Greece issues agreement 20% €3 bln of 5y bonds, first issue in 4 years

15% Trust gap

10%

5% The gap between the yield of the 0.84pps Portugal, Spain, Italy1.6% -3.5% Greece 1,4% Greek 10-year bond and the average 0 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/2016 1/1/2017 1/1/2018 1/1/2019 1/1/2020 yield of European countries similarly - 5 affected by the crisis stood at Greece Portugal Spain Ireland

Source: Reuters

0.84 pps 10 Year Bond Spread vs German bond at the end of 2019, from 2.68 pps in 2018 4.000

3.500

3.000 Greek Government Bond yields in 2019 approached those of other Eurozone’s periphery countries Basis points (bps) 2.500

The “trust gap” of the Greek economy stands at a historic low 2.000 with the difference in yields having dropped below 0.84 pps 1.500 Greek 10 year bond yields fell to their lowest levels since 2006, 1.000 marking a spread of 164 bps compared to the German bund. This reflects the recovery of market confidence towards the 500 Greek economy 0 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/2016 1/1/2017 1/1/2018 1/1/2019 1/1/2020

Source: Reuters

Deals in Greece 2019 1. Economic Outlook February 2020 7 2.

Privatisations and Mergers & Acquisitions

85 M&A transactions, amounted to €4.3 bn in 2019 versus €3.7 bn in 2018

February 2020 8 Privatisations in 2019 and forecasts for 2020

Year* 2019 2019 2019 2020e 2020e 2020e

Extension of the Athens The sale of 100% stake in The sale of South Afandou The sale of a 100% stake The sale of a 30% stake The process regarding International Airport EESSTY S.A. to Trainose property in for a of Hellinikon to Lamda in Athens International the sale of a 65% stake in concession for 20 years for for a consideration of €22 consideration of €15.2 mn Development is expected Airport is expected to be DEPA has started and it is a consideration of mn was completed in April was concluded in 2019 to be completed in 2020, completed in 2020.The estimated to conclude by €1.1 bn 2019 with the first instalment competition is entering the the end of the year standing at €300 mn phase of the submission of binding offers Privatisation

*privatisation completion year Privatisation Proceeds 2447 (€ mn) 2060

In 2019 the privatization proceeds reached €1.2 bn mainly due to the completion of the AIA concession extension 1368 1205 New Proects* Total privatization proceeds from 2011 to 2019 1166 Hellinikon amounted to €6.9 bn of which €5.7 bn were collected 1040 998 Real Estate in five years (2011, 2013, 2017, 2018, 2019) proects & Marinas

498 394 261 300

5 87

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020e *Refers to projects already or expected to be in competition phase in 2020: 30% sale of AIA, 65% of DEPA Commercial & DEPA Infrastructure, concession of Egnatia Motorway, regional ports and marinas, LNG deposits and other real estate projects Source: State Budget 2020

Deals in Greece 2019 2. M&A Transactions February 2020 9 M&A transactions in 2019 Shipping 12.0% Leisure 9.7% Entertainment 9.5% M&A deals*Greece 2019 Health 6.7% The number of M&A transactions increased significantly in Energy 5.8% 2019 reaching 85, while their total deal value rose by €0.6 bn compared to 2018 Services 4.4% Retail 3.4% The sectors with the largest total deal value in 2019 were Real Deal value Estate (15.6%), Financial Services (14.1%), Food & Beverage ΤMT** 2.6% (12.5%) and Shipping (12%) €4.3 bn Pharmaceuticals 1.7% Industry 1.3% * Including minority holdings ** ΤΜΤ: Telecommunications, Media and Technology Construction 0.6% *** Real Estate deals refer to real estate management companies, not in properties Real Estate 15.6% Financial Services 14.1% Food & Beverages 12.5%

Health 87% Energy 68% Construction 27% Deal Value Minority Deals 2019 Services 26% Minority holdings deals amounted to €990 mn, of which 40% €990 mn Financial Services 26% accounts for Real Estate deals Food & Beverages 25% Pharmaceuticals 25% Real Estate 403% Entertainment 314%

Deals in Greece 2019 2. M&A Transactions February 2020 10 Total value of M&A transactions at €4.3 bn was €0.6 bn higher than in 2018

Transaction activity 85 €51mn 2019 4.3 The number of M&A 51 €72mn The number of M&A 2018 transactions increased by 3.7 deals was significantly 39 €48mn 2017 2.0 higher in 2019 39 €114mn 2016 4.6

32 €45mn 2015 67% 1.5 35 €65mn 2014 in 2019, but the 2.3 There have been average deal 17 €201mn 2013 3.4 seven transactions size fell by 10 €99mn 2012 which exceeded 1.0 8 €202mn 2011 €150 mn in 2019 1.6 * 11 €326mn 2010 3.6 €21 mn 20 €133mn 2009 compared to 2018, 2.7 In 2019, the trend towards 41 €211mn representing a shift 2008 small-sized transactions 8.7 (€10 mn - €50 mn) continued towards smaller tickets

M&A deals value (in € bn) Number of M&A deals Average size of transaction and was further strengthened compared to 2018

Transaction size 47 distribution 25 The number of transactions 18 above €150 mn marginally 12 12 * The number of transactions for which the 6 7 increased in 2019, admittedly Number of transactions 2018 5 3 deal value was not published was higher in 1 concerning a low transaction 2019 (31) compared to those in 2018 (13) Number of transactions 2019 Number of transactions

€0mn - €10mn €10mn - €50mn €50mn - €100mn €100mn - €150mn €150mn volume

Transaction size

Deals in Greece 2019 2. M&A Transactions February 2020 11 Top 5 M&A deals in 2019 amount to €1.7 bn, driven once again this year mainly by Shipping The top 5 M&A deals account for 39% of total deal value

Bidder Seller Company Target Deal Amount (€ mn)

DryLog (subsidiary of the Greek 1. ArcelorMittal 50% in Global Chartering shipping company CERES) 478.2

2. Invel Real Estate II B.V. National 32.70% stake in NBG Pangaia Reic 390.0

3. Intrum Group SA 80% stake in Piraeus RBU 328.0

4. Coca Cola HBC AG MidEuropa Partners 100% stake in Bambi 260.0

5. Sazka Group Shareholders 7.25% stake in OPAP 213.0

Total deal value: €1,669.2 mn

Deals in Greece 2019 2. M&A Transactions February 2020 12 The average deal value of outbound transactions In total, for the period 2008-2019, outbound transactions represent 13% of the total number of transactions stood at €72 mn in 2019, up by €41 mn Inbound transactions represent in total the bulk of the market (46%) and they compared to 2018, reflecting the stabilisation have the highest average size of the M&A market, as well as the the outward Domestic transactions, that represented 73% in 2010, recorded a significant orientation of the investment activity decline, currently accounting for 41% of the total In 2019, domestic transactions were on average small and driven by Greek capital, while inbound and outbound transactions were significantly higher, Direction of M&A transactions 2008-2019 increasing their rates by 6pps and 4pps respectively € bn

2008 59% 37% 5% 8.7 Average size Number Value of transactions 2009 60% 30% 10% 2.7 of transaction of transactions 2019 2008 - 2019 2008 - 2019

2010 73% 27% 3.6

2011 50% 50% 1.6 Outbound 13% Outbound 2012 50% 50% 1.0 €72 mn 7%

2013 24% 71% 6% 3.4

2014 37% 51% 11% 2.3

Inbound 2015 33% 43% 23% 1.4 46% Inbound 69% €58 mn 2016 35% 62% 3% 4.5

2017 44% 38% 18% 1.9

2018 41% 43% 16% 3.8 Domestic 41% Domestic €26 mn 24% 2019 31% 49% 20% 4.3

100%

Deals in Greece 2019 2. M&A Transactions February 2020 13 The picture for 2019 is characterised by strong of total M&A value derive from disposals by sectoral M&A activity, with no the systemic banks particular sector dominating 6%

# M&A transactions 2019 Greek M&A value

(excl. non-core assets) Serv ices % Retail 3 4. 3.2 .4% 4% e 1 at 7% st . E S 1 al h ls e ip a R p c in ti g u e 1 Food & Beverages Real Estate c 2 a .0 % m r transactions transactions a h ank P s B eu ira % P Bank 7 ha . % p Τ 9 4 2 Al 9 . Μ 6 % roban e 5 4 u k . E Er Τ r 0 % g N 4 4 a u n . s 2 3 i o s a . i m n s 7 n n % e 3 m Financial Services m c L . 3 o 2 . 8 Shipping % r 3 5 € e 3

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Deals in Greece 2019 2. M&A Transactions February 2020 14 Systemic banks are in the process of completing the disinvestment plans of their subsidiaries, with the total deal value amounting to €236 mn in 2019

Disinvestment of non-core assets 2019

Bank Deal Size No. Date Bidder Target (Seller) (€ mn)

Balfin Group & 98.33% stake in 1. 4/3/2019 Komercijalna Piraeus Bank 57.3 Greek banks continued Tirana Bank Banka ADΗ their disinvestment activity in 2019, which was 100% stake Eurobank however lower in intensity 2. 1/4/2019 Cerved Group in Eurobank 8.0 Ergasias Properties SA compared to 2018

100% stake Mavani Nevertheless, there is a in Alpha 3. 1/6/2019 Holdings 95.3 Investment significant disinvestment Limited Properties SA motion in progress for 2020, with National Bank of Eurobank 99.98% stake Greece displaying the most 4. 14/6/2019 AD Piraeus Bank in Piraeus Bank 75.0 (Postbank) Bulgaria AD active portfolio Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Total value of reported bank driven deals 2019: €235.6 mn Total value of reported bank driven deals 2018: €819.8 mn

Deals in Greece 2019 2. M&A Transactions February 2020 15 Transactions of NPE portfolios in 2019

Completed NPE portfolio deals 2019

Gross Transaction No. Project Seller Bidder Portfolio type Book Value Value (€ mn) (€ mn)

Davidson 1. Nemo Piraeus Bank Shipping 500 240 Kempner

Elliott- 2. Symbol Mixed 890 250 Centerbridge There was significant activity 3. Mirror National Bank of Greece Carval Mixed 1,200 110 regarding securitisations of 4. Leo National Bank of Greece TBA Shipping 300 N/A non-performing expenditures Brook Lane portfolios, as well as carve- 5. Unknown Alpha Bank REO 80 90 Capital outs of systemic banks, in 6. Pillar Eurobank Fortress Securitisation 2,000 58%* 2019, which were sold to 7. Cairo Eurobank Fortress Securitisation 7,400 33%* international funds

* of total Gross Book Value Total 2019: €12,370 mn €690 mn Sales of non-performing loans, including securitisations and carve-outs, are estimated to Assets under Transaction No. Project Seller Bidder Portfolio type management Value reach €52.8 bn in 2020 (€ mn) (€ mn)

1. Europe II Eurobank Fortress-DoValue Carve-out Servicing 26,000 360

2. Galvin Piraeus Bank Intrum Carve-out Servicing 28,000 410

Total 2019: €54,000 mn €770 mn

Deals in Greece 2019 2. M&A Transactions February 2020 16 6 distressed deals that took place in 2019 under the new restructuring/liquidation regime

Distressed deals 2019

No. Date Bidder Target Deal Size (€mn)

1. 20/2/2019 Cypriot SpV Xrysi Eukairia N/A The value of

Mercuria Energy Aegean Marine distressed deals 2. 4/4/2019 N/A Group Ltd Petroleum Network Inc is difficult to assess, as the 3. 3/6/2019 Autohellas SA ELTREKKA SA 0.0 legal process typically involves 4. 11/6/2019 SoftOne Unisoft 16.5 the partial sale of balance sheet for 5. 21/6/2019 Jordan International Hellenic Steel 13.0 the assumption of liabilities 6. 27/11/2019 Andromeda SA Selonda/Nireus 370.0 Source: Press, Companies’ press releases Source: Press, Companies’

Total value of reported distressed deals 2019: €399.5 mn

Total value of reported distressed deals 2018: €301.3 mn

Deals in Greece 2019 2. M&A Transactions February 2020 17 Regular M&A activity rose by 43% compared to 2018, whereas «forced» deals declined by 21%

Regular M&A deal Activity Deal value

€ mn 2016 2017 2018 2019 Δ% (2016-2019)

Domestic 185 231 872 593 219%

Inbound 1,044 848 1,757 2,260 117%

Outbound 20 126 226 1,220 6,155%

Total M&A* 1,249 1,205 2,855 4,073 226%

* Excludingnon-core assets which are non regular M&A activity since they include Directorate General Competition commitments of the systemic banks

Forced Deal Activity Deal value Forced deals, such as

€ mn 2016 2017 2018 2019 Δ% (2016-2019) disposals of non-core

Non-core Assets (banking) 3,347 794 820 236 - 93% assets, privatisations, as well as distressed deals, Privatisations 498 1,368 998 1,205 142% are not the market driver Administrative** 3,844 2,162 1,817 1,440 - 63%

** Non-core Assets+ Privatisations Source: MergerMarket, Press, Companies’ press releases

Deals in Greece 2019 2. M&A Transactions February 2020 18 Main sectors of M&A activity by deal value (€ bn) The strong cross-

2% 2% 1% sectoral investment 2008 3% 29% 37% 11% 5% 10% 8.7 interest in 2019 reflects the return 2009 12% 37% 6% 28% 10% 5% 3% 2.7

1% to normality

2010 39% 3% 17% 15% 5% 20% 3.6 1% A key feature was the 2011 43% 25% 25% 6% 1.6 1% even distribution of deals in different 2012 9% 7% 54% 14% 10% 4% 1.0 sectors, as opposed to 1% 1% 2% previous years, in 3% 8% 6% 9% 23% 28% 22% **2013 3.7 which systemic bank 2% 1% disinvestments 2014 11% 7% 26% 8% 22% 16% 7% 2.3 (Financial Services) 2% 2% 2% 1% 2% were the main source 2015 3% 4% 33% 3% 7% 41% 1.4 of M&A activity 1% 2% 1% 2%

2016 6% 7% 67% 12% 4.6 1% Real Estate Retail 1% 1% 2% 2% Financial Services Pharmaceuticals Food & Beverage 2017 7% 7% 6% 31% 39% 2.0 Industry Shipping TMT Leisure 2% 1% 2% Transportation Entertainment Other*** 2018 38% 5% 14% 22% 4% 12% 3.7 Energy

1% 2% * ΤΜΤ: Telecommunications, Media and Technology ** In 2013 51% of other sectors includes the deal between OPAP and 14% 3% 6% 10% 10% 12% 13% 14% 16% 2019 4.3 Emma Delta (Leisure) *** Includes: Services, Construction, Health Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Deals in Greece 2019 2. M&A Transactions February 2020 19 3.

Internationally traded corporate bonds

During 2019, 12 tradeable corporate bonds were issued, amounting to €5 bn

February 2020 20 2019 is characterised by a significant shift of Greek corporates towards the bond market, in order to raise funds, as a result of the steadily declining interest rates in Europe

The bonds of , ΟΤΕ, Mytilineos, Crystal Almond Sarl, and Coca Cola HBC are During 2019, €5 bn was raised through the trade of internationally traded, while those of Terna, Aegean, corporate bonds, with coupons ranging from 0.87% Holdings and MLS are traded in the Athens to 4.25%***, compared to €635 mn in 2018 Exchange

Greek bonds issued in 2019 Yields of issued corporate bonds** 28 Average Amount Issue Maturity Coupon Issuer Yield* issued date date (%) 26 (%) (€ mn) Issued in 24 previous 1. Aegean 12/3/2019 12/3/2026 3.6 2.9 200 years 22 Intralot 2. Coca Cola HBC Finance BV 14/5/2019 14/5/2027 1.0 0.5 700 Systems Sunlight 20 Mytilineos 3. Coca Cola HBC Finance BV 14/5/2019 14/5/2031 1.6 1.0 600 OPAP Motor Oil 4. Attica Holdings 26/7/2019 26/7/2024 3.4 3.1 175 18 The spread between the ΤΙΤΑΝ highest and the GEK Terna 5. 16 MLS Innovation Inc 2/8/2019 25/7/2024 4.3 22.1 7 lowest yield of ΟΤΕ issued bonds*** 6. OTE 24/9/2019 24/9/2026 0.9 0.8 500 14 stands at 5.07 pps Issued in 2019 7. Hellenic Petroleum 4/10/2019 4/10/2024 2.0 1.8 500 Mytilineos ΟΤΕ 8. Crystal Almond Sarl 17/10/2019 15/10/2024 4.3 3.9 525 4 Hellenic Petroleum 9. Terna Energy 22/10/2019 22/10/2026 2.6 2.4 150 Crystal Almond 2 Aegean Attica Holdings 10. Coca Cola HBC Finance BV 21/11/2019 21/11/2029 0.6 0.8 500 0 Elllaktor Coca Cola HBC 8y 11. Mytilineos 29/11/2019 1/12/2024 2.5 2.3 500 -2 Coca Cola HBC 10y Coca Cola HBC 12y 12.

Source: Reuters Ellaktor value plc 12/12/2019 15/12/2024 6.4 5.5 600

Total 2019 (12 bonds issued) €4,957 mn Source: Reuters Total 2018 (4 bonds issued) €635 mn ** The bond of MLS was excluded *** Ellaktor’s bond (2019 issue) was chosen as the one with the highest yield, while the lowest yield bond was that of OTE (2018 * Average bond yield from1/1/2019 up to 31/12/2019 issue). The performance of Intralot’s bond was excluded and it was treated as an outlier

Deals in Greece 2019 3. Bond Issues February 2020 21 4.

European M&A highlights

The top 20 announced deals in Europe reached €235 bn

February 2020 22 The top 20 announced deals The pharmaceuticals sector accounts for in Europe in 2019 amounted 45% of the value of the top 20 European to €235 bn M&A deals in 2019 The largest deals took place in the Pharmaceuticals (Takeda Pharmaceutical Ltd TOP acquired Shire Plc) and Energy sectors (E.ON SE acquired Innogy SE) 20M&A deals Europe Average Deal Value Percentage of Number Percentage Infrastructure Sector Deal Size (€ mn) Total Value of Deals of Deals 3% (€ mn)

Leisure Source: MergerMarket 4% Retail Pharmaceuticals 104,837 44.6% 4 20.0% 26,209 Financial Services 2% Energy 37,859 16.1% 1 5.0% 37,859 5% TMT* 33,672 14.3% 4 20.0% 8,418 Industry Food & Beverage 7% 2% Industry 16,059 6.8% 3 15.0% 5,353

Financial Services 12,200 5.2% 2 10.0% 6,100 Real Estate 2% Leisure 10,058 4.3% 2 10.0% 5,029 ΤΜΤ* 14% Infrastructure 6,002 2.6% 1 5.0% 6,002

Retail 5,609 2.4% 1 5.0% 5,609 Deal value 2 n Food & Beverage 4,352 1.9% 1 5.0% 4,352 Real Estate 4,340 1.8% 1 5.0% 4,340

Energy Total 2019 €234,987 mn 100.0% 20 100.0% €11,749 mn 16% Pharmaceuticals Total 2018 €260,911 mn 20 45%

45% of the top 20 European deals refer to Pharmaceuticals, * ΤΜΤ: Telecommunication, Media & Technology 16% to Energy and 14% to ΤΜΤ*

Deals in Greece 2019 4. European M&A Hghlights February 2020 23 in No of Deals in Europe PwC is the first M&A Νο1by value of deals in mid cap transactions ($10 mn - $300 mn) financial advisor in Europe 2019 2018 Company Name Number of Deals in terms of number of 1 1 PwC 83 2 3 Deloitte 82 deals and the second in 3 2 Rothschild & Co 80 4 5 KPMG 66 terms of value 5 4 EY 53 6 6 Lazard 38 7 9 ALANTRA 30 8 8 BNP Paribas SA 23 By number of Deals 9 13 UniCredit Group 23 10 15 Houlihan Lokey, Inc. 22 Source: MergerMarket

in Deal Value in Europe Νο2by value of deals in mid cap transactions ($10 mn - $300 mn)

2019 2018 Company Name Deals Value (€ mn) 1 1 Rothschild & Co 10,652 2 3 PwC 6,891 3 5 Deloitte 6,178 4 2 Lazard 5,245 5 6 KPMG 4,794 6 4 EY 4,532 7 20 JPMorgan 3,659

By value of Deals 8 7 Goldman Sachs & Co. LLC 3,535 9 12 Citi 3,367 Source: MergerMarket 10 14 ALANTRA 3,205

Deals in Greece 2019 February 2020 24 4. European M&A Hghlights 5.

M&A dynamics for 2020

The M&A market will remain on a growth track in 2020

February 2020 25 M&As that have already been agreed and will be completed in 2020 could exceed €3.3 bn, in addition of around €1.6 bn from privatisations

1. Financial Services. 4. ΤΜΤ. 7. Infrastracture.

The disposal of non-core assets by the systemic banks will By the start of 2020 the acquirement of the remaining The acquisition of Lamda Dogus Investments by continue in 2020 with the sales of National Bank’s of Greece 49,9% of Alpha Media by the subsidiaries of Motor Oil Lamda Development is expected to conclude within and Eurobank’s subsidiaries (including Ethniki Insurance); Group has been approved by the Competition Committee; the year, for a sum of around €12 mn while the sale of Ypsilon Capital by Attica Bank has been while Vodafone Hellas and Wind Hellas are planning to already concluded and the acquisition of Praxia Bank by sell a co-owned subsidiary to European Tower Co. This Viva is awaiting approval from the Bank of Greece. The total sector’s deals are estimated at over €805 mn value of this sector’s deals is estimated to exceed €1,050 mn

2. Energy. 5. Industry. 8. Privatizations.

The acquisitions of Senfluga by Damco, AEM Energy In 2020, the sales of both Arivia to Upfield Holdings The total privatisation proceeds for 2020 are Systems by European Reliance, Photovoltaika BV and Kliafas to Hellenic Dairies have been officially estimated at €1.6 bn, as it is expected that the Paliomylos by Quest, and K-Wind Kitheronas by announced. It is also expected that the sale of Luksja sales of ADMIE, DEPA Commercial and DEPA Cubico have already been completed. As to the sales to Sarantis, which is subject to the Polish Competition Infrastructure, North Afandou property, Marina of to Energean Oil&Gas, Kozilio 1 & 2 (of Juwi Committee, and the complete acquisition of Karatzis by of , Marina of Alimos etc. will commence by Hellas SA) to Hellenic Petroleum, and a portfolio of AntKar will proceed within the year. The total estimated the end of the year Mytilineos’ photovoltaic power plants to Motor Oil Group, value for the deals exceeds € 285 mn it is estimated that they will conclude within the year. The total estimated value of the deals will be over €1 bn

3. Retail. 6. Leisure. 9. Distressed deals.

The sale of Eltrak to Eltrak CP Ltd. has already been The sales of Excelsior Belgrade and Catering Touring The sales of Pasal Development to Sterner Stenhus, approved by the Hellenic Capital Markets Commission; Enterprises to Lampsa is expected to be completed Notos to M&G Fund, and Hartel to Frem are expected while the acquisition of Galaxias-Dimitra Markets within 2020, while the acquisition of Cyan Group of to conclude within 2020, while the acquisitions of and Markatos by Syn.Ka. is due to the approval of Hotels by Henderson Park and Hines has been Forthnet by Alter Ego Mass Media and Creta Farm by the Competition Committee. Total transaction value is completed. The total value of the transactions will be Impala are very likely to be completed within the year, expected to be at least €60 mn over €66 mn for a total consideration of over €100 mn

Deals in Greece 2019 5. M&A Dynamics for 2020 February 2020 26 6.

Conclusions

2019 was characterisedby a large increase in the total number of transactions in all sectors of the Greek market

February 2020 27 Conclusions

The 85 M&A deals in 2019 reached €4.3 bn in value, increased by €0.6 bn, compared to 2018

The number of transactions increased significantly, but the average deal value decreased by €21 mn, highlighting a trend for transactions of lower value

A key feature was the even distribution of deals in different sectors, as opposed to previous years, in which systemic bank disinvestments (Financial Services) were the main source of M&A activity

The average deal value of outbound transactions stood at €72 mn in 2019, up by €41 mn compared to 2018, reflecting the stabilisation trend of the M&A market as well as an increase in outbound corporate investment activity

Privatisation proceeds reached €1.2 bn in 2019 M&A deals are 6 distressed deals were completed in 2019, without being expected to concentrated in a specific sector

exceed €4.9 bn in In 2019, there was significant activity regarding securitisations of non-performing expenditures portfolios, as 2020, including well as carve-outs of systemic banks, amounting to €1.5 bn, which were sold to international funds privatisations During 2019, 12 tradeable corporate bonds were issued amounting to €5 bn

Minority deals amounted to €990 mn, of which 40% are accounted for Real Estate

Deals in Greece 2019 6. Conclusions February 2020 28 7.

Appendix 1.

Total M&A 85 transactions in 2019

M&A Transactions involving 56 Greek companies

Minority 17 transactions

M&A Transactions involving non-Greek 12 jurisdiction companies

6 M&A Transactions involving distressed companies

February 2020 29 Transactions in 2019 There were 56 M&A transactions involving Greek companies in 2019 amounting to about €2.7 bn

Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

Mytilineos, the listed Greek-based metals and company, acquired a 50% stake in M&M Natural Gas, a Jan-19 Greece Greece Energy N/A 1. company active in the supply of natural gas

Anedik Kritikos, a Greek-based supermarket chain, acquired MAKO SA, a company active in the trade of home Jan-19 Greece Greece Retail N/A 2. appliances and seasonal items

SwitzGroup, a leading company in the baking industry, acquired a 80.73% stake in Kriton Artos, a modern Food & Feb-19 UAE Greece N/A 3. production unit of traditional Cretan bakery and premium Snacks Beverage

Shamir Optical (a partner of EssilorLuxottica) an Israel-based company engaged in the eyewear industry, Feb-19 Israel Greece Retail N/A 4. acquired Union Optic, specialising in the production of eyewear lenses

Hellas Direct, a Greek-based insurance company, acquired Rescueline SA, a -based company active in Feb-19 Greece Cyprus Services N/A 5. motor vehicle services

Foreign Expansion Fund FIZAN, subsidiary of PFR TI, a -based fund, acquired a 49.9% stake in White Feb-19 Poland Greece Leisure 9.0 6. Olive SA, a Greek-based hotel operator

Mytilineos, the listed Greek-based metasand mining company acquired a 60% stake in Zeologic, a company Feb-19 Greece Greece Industry 2.0 7. active in the field of liquid and solid waste treatment

MediamaxHoldings (a 100% susidiaryof Motor Oil) acquired a 50.1% stake in Alpha Satellite SA a leading media Feb-19 Greece Greece TMT 33.0 8. company in Greece

9. Feb-19 Iheart Media, a US mass media company, acquired Radiojar, a Greek-based online audio technology company U.S.A. Greece TMT N/A Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Deals in Greece 2019 7. Appendices February 2020 30 Source: MergerMarket, Press, Companies’ press releases companies in2019amountingtoabout€2.7bn There were56M&A transactionsinvolvingGreek Transactions in2019 No. 18. 17. 16. 15. 14. 13. 12. 10. 11. Announcement Apr-19 Apr-19 Apr-19 Apr-19 Apr-19 Apr-19 Mar-19 Mar-19 Mar-19 Deals in Greece2019 Cyprus-based company thatdistributestechnology products,homeappliancesand officeautomationequipment Audio visualEnterprisesSA acquired from BP CommunicationLimited a50.01%stakeinKristelcomLtd, Energy Sources(RES) estate companyengagedinconverting agriculturallandtoenergyproductionspotsbytheuseofRenewable Deutsche WerteHolding AG, specialisingin industrialandresidentialestate,acquiredMaximus Terra SA,areal resort inRhodes Mitsis Company, thelargestprivately-ownedhotelchaininGreece,acquiredGrandHotel SummerPalaceSA,a owners ofhotelrealestateinPafos,Cyprus Invel RealEstate,arealestateinvestmentfirm,acquired AphroditeHillsResortand AphroditeSpringsPublic, company engagedintheproductionanddistributionoftraditionalready toeatmeals VNK CapitalSA,aCyprus-basedprivateequityfirm,acquired36% stakeinPalirriaSA,aGreek-based Property ServicesSA (EPS),aGreek-basedprovider ofrealestatebrokerage,fromEurobankErgasiasSA Cerved GroupSpA,alistedItaly-basedcompanyengagedinprovidingcreditinformation,acquiredEurobank specialising inthepastaandconfectionarysectors Lime CapitalPartnersLtd,afinancialservicesfund,acquired44.73%stakeinU&SUnismackSA,company Reinsurance Brokers,aleadingindependentfinancialbrokerfocusingonSouthernandEasternEurope Matrix InsuranceandReinsuranceBrokers,aGreek-basedinsuranceprovider, acquiredPiraeusInsuranceand both FCA regulatedcommoditytradingcompaniesthatprovideintegratedriskassessmentsolutions Motor Oil(Hellas)CorinthRefineriesSA,acquireda38%stakein Transaction description Tallon CommoditiesLimited & Tallon PTELtd, Bidder Greece Greece Greece Greece Greece Russia Country ofOrigin U.K. Italy Target Greece Greece Greece Greece Greece Greece Cyprus Cyprus U.K. 7. Appendices Real Estate Beverage Beverage Financial Services Services Sector Leisure Leisure Food & Food & Energy TMT February 2020 50.1 27.0 50.0 0.5 (€ mn) Deal size N/A 5.8 N/A N/A 8.0 31 Source: MergerMarket, Press, Companies’ press releases companies in2019amountingtoabout€2.7bn There were56M&A transactionsinvolvingGreek Transactions in2019 No. 27. 26. 25. 24. 23. 21. 20. 19. 22 Announcement Jun-19 Jun-19 Jun-19 Jun-19 Jun-19 Jun-19 May-19 Apr-19 Apr-19 Deals in Greece2019 80% stakeinZouros Group,oneofGreece’s principalharbourtowageservice providers Riuniti, FratelliNeriandRimorchiatori Laziali,activeintheharbour, offshore andshippingsectors, acquired an and semifinishedplasticproducts, foranundisclosedconsideration distributor ofplasticandchemical products,acquiredDr.D.A.Delis SA,adistributor ofchemicals,feedadditives Ravago ChemicalsHellasSA (subsidiaryoftheBelgium-basedRavagoGroup),aGreek-based producerand 100% stakein Titania Hotel London And Regional Properties,aUK-basedprivaterealestateandleisureinvestmentcompany, acquireda integrated softwaresolutionsandtrainingservicesforaccounting and taxoffices OneSoft, activeintheprovisionofsoftwareservices,acquiredProsvasis, whichspecialisesinproviding aluminum processingcompany Mytilineos, thelistedGreek-basedmetalsandminingcompany, acquireda97.87%stakeinEPALME, an Investment PropertiesSA (asubsidiaryof Alpha Bank)activeintheRealEstateSector Mavani HoldingsLtd,ownedbyBrookLaneSpecialSituationsFund,acquireda100%stakein Alpha SA, ownerofHiltonhotelin Athens TEMES SA,aGreek-baseddeveloperofmixed-useresorts,acquired50%stakeinIonikiHotelEnterprises generic pharmaceuticalproducts medicines, acquiredGenepharm,aGreek-basedcompanyengagedinthedevelopmentanddistributionof MS Pharma,aJordan-basedpharmaceuticalcompanythatmanufacturesandtradesbranded–generic Holdings SA Development PublicCompanyLtd(CTDC),ownerofHiltonCyprushotel,fromMarfinInvestmentGroup Vibrana HoldingsLtd,a90%subsidiaryofNBGPangaea,acquired96.82%stakein The Cyprus Tourism Transaction description Bidder Belgium Greece Greece Greece Cyprus Cyprus Jordan Country ofOrigin U.K. Italy Target Greece Greece Greece Greece Greece Greece Greece Greece Greece 7. Appendices Pharmaceuticals Real Estate Shipping Services Sector Industry Leisure Leisure Leisure Health February 2020 N/A N/A 50.0 N/A 54.9 N/A (€ mn) Deal size N/A 20.0 95.3 32 Transactions in 2019 There were 56 M&A transactions involving Greek companies in 2019 amounting to about €2.7 bn

Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

Vianex SA, a Greek pharmaceutical company that produces, imports, packages, sells and distributes a large Jul-19 Greece Greece Pharmaceuticals N/A 28. number of pharmaceuticals, acquired a majority stake in Pharmanel SA, active in the pharmaceuticals sector

Elsewedy Electric, the -based provider of electric equipments and electric cables, acquired 4 Greek based 29. Jul-19 Hydroelectirc Companies (Aioliki Kilindrias SA, Kallisti Energeiaki SA, and Aioliki Aderes SA) specialising in Egypt Greece Energy 55.0 energy production and distribution

Brooklane Capital (Hilmor), a Cyprus-based investment management fund, acquired Victini Logistics SA, Jul-19 Cyprus Greece Services 12.5 30. engaged in the logistics and warehousing sector

Nürnberg Messe Group, a German-based trade exhibition company, acquired an 80% stake in Forum SA, a Jul-19 Germany Greece Services N/A 31. leading trade show organiser in Greece

Quest Holdings, a Greek company engaged in software, electronic transactions and postal services, acquired Jul-19 Greece Greece Energy 21.3 32. KinigosSA, a Greek based company active in photovoltaic power stations

Audio visual Enterprises SA, engaged in the distribution of DVDs, videotapes and the provision of advertising 33. Jul-19 services, acquired a 100% stake in KristelcomInvestment Ltd, a subsidiary of Kristelcom Ltd, which is active in Greece Cyprus TMT 1.2 property management

NBG Pangaea Real Estate Investment Company acquired Cypriot CYREIT Variable Investment Company PLC, Jul-19 Greece Cyprus Real Estate 137.9 34. a subsidiary of PLC

Ireon Investments Ltd, a subsidiary of Motor Oil (Hellas) Refineries SA, completed the acquisition of a Financial Jul-19 94.5% stake in CPB Asset Management (a Greek-based asset management company), a 100% stake in Laiki Cyprus Greece 73.5 35. Services Factors (a Greek-based financial service provider) and a 97.08% in IBG (a Greek-based investment bank)

White Olive SA, the Greek arm of the Poland-based tour operator Rainbow Tours, acquired a 100% stake in Aug-19 Poland Greece Leisure 2.9 36. Pefkos Garden Hotel in Rhodes Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Deals in Greece 2019 7. Appendices February 2020 33 Transactions in 2019 There were 56 M&A transactions involving Greek companies in 2019 amounting to about €2.7 bn

Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

Orkla ASA through its subsidiary Orkla Food Ingredients, a listed Norway-based company that produces and Food & Aug-19 sells bakery ingredients, acquired in total a 80% stake in Stelios Kanakis SA, specialised in confectionery and Norway Greece 26.1 37. Beverage bakery & ice-cream related products

OCM Luxembourg Healthcare Greece (subsidiary of Oak Tree Capital Management) acquired a 87.37% stake Sep-19 U.S.A. Greece Health 152.8 38. in IASO, one of the largest private Healthcare Groups in Greece

Intrum, a Swedish listed credit management services company, acquired a 80% stake in Piraeus RBU, the Financial Sep-19 Sweden Greece 328.0 39. Recovery Banking Unit of Piraeus Bank Services

Helector SA (subsidiary of Ellaktor SA), a leading company in Southeast Europe with expertise in the fields of 40. Sep-19 waste management and power generation, acquired a 75% stake in ASA Recycle a company that specialises in Greece Greece Energy N/A the recycling and treatment of miscellaneous waste products

Blackstone, an American multinational private equity, alternative asset management and financial services Sep-19 U.S.A. Greece Leisure 178.6 41. provider, acquired a 100% stake in five hotel companies in , Zante and

Tentamus Group, a company that offers worldwide lab services to multiple industries, acquired a 70% stake in Sep-19 Germany Greece Industry N/A 42. Agrolab RDS, a major provider of integrated laboratory and consultancy solutions in South-Eastern Europe

Elaia Zeus SA, a company controlled by investment fund Diorama Investments SICAR SA and partly-owned by Food & Sep-19 the investment fund Elikonos 2 SCA SICAR,has acquired Minerva, a company active in the olive oil and food Greece Greece 45.2 43. Beverage sector

Siggelides Group, a leading Greek-based car distributor, acquired Opel Greece, the Greek subsidiary of Opel Okt-19 Greece Greece Services N/A 44. Group

Hellenic Healthcare Group, the largest private healthcare group in Greece, acquired a majority stake in Creta Okt-19 Luxemburg Greece Health N/A 45. Interclinic, the only private hospital in Crete Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Deals in Greece 2019 7. Appendices February 2020 34 Transactions in 2019 There were 56 M&A transactions involving Greek companies in 2019 amounting to about €2.7 bn

Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

OPAP, a Greek-based gaming operator, acquired a 51% stake in GML Interactive Ltd that provides online 46. Nov-19 gaming services through its fully owned subsidiary brands, namely Stoiximan in Greece and Cyprus and Greece Cyprus Entertainment 94.9 Betanoin , Germany and Portugal

Olympia Group Ltd and Media Saturn Electronics Hellas Commercial and Holding SA transferred their holdings, 47. Nov-19 of Public SA and Mediamarkt SA respectively, into a new company in which Olympia Group Ltd has 75% of total Greece Greece Retail N/A shares, while Media Saturn Electronics Hellas Commercial and Holding SA owns the remaining 25%

Greco Fund, a joint fund created from Dromeus Capital (London) and CrossborderCapital (Zurich), acquired Nov-19 Greece Greece Real Estate 30.0 48. MaroussiPlaza SA

SPI Energy Co. Ltd, a global provider of photovoltaic (PV) solutions for business, residential, government and Hong Kong Nov-19 Greece Energy 7.6 49. utility customers and investors, acquired Thermi Sun SA, owner of photovoltaic projects in Greece / U.S.A.

Volton, a Greek-based electricity provider, acquired KEN, a Greek-based company active in the production and Nov-19 Greece Greece Energy 14.1 50. marketing of energy products

Ocean Rail Logistics, a Hong Kong based company specilising in warehousing & distribution of goods, acquired Nov-19 China Greece Services N/A 51. a 60% stake in Pearl, active in end-to-end rail and road transport solutions and logistics services

Chipita International SA, engaged in producing and selling flour-based snacks & chocolate confectionery, has Food & Nov-19 acquired a majority stake (51%) in EPTA America LLC, the US-based sole importer of Greece’s Chipita’s7Days Greece U.S.A. N/A 52. Beverage brand products, for an undisclosed consideration

Attica Publications has acquired TOC Digital Media, a digital marketing agency providing social media Nov-19 Greece Greece Services 0.4 53. management, email marketing and blogging solutions to small businesses

54. Nov-19 Virtus International Fund, a leading Greek-based fund, acquired a 64.3% stake in Attica Stores Greece Greece Retail 75.2 Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Deals in Greece 2019 7. Appendices February 2020 35 Transactions in 2019 There were 56 M&A transactions involving Greek companies in 2019 amounting to about €2.7 bn

Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

AIG Europe SA acquired AIG Hellas SA, a Greek-based company engaged in providing insurance services and Financial Nov-19 Luxemburg Greece 20.0 55. products Services

Drylog, a subsidiary of the company CERES, acquired a 50% stake in Global Chartering, a Dec-19 Greece Mauritius Shipping 478.2 56. Mauritius-based private limited company active as a charter operator

Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’ Total value of reported deals €2,160.8

Total assessed value of non-reported deals €558.1

Total assessed value of all deals €2,718.9

Deals in Greece 2019 7. Appendices February 2020 36 Transactions in 2019 There were 17 minority transactions in 2019, amounting to €990 mn

Countryof Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

Hochland SE, a German food manufacturer and a leading cheese producer in Europe, acquired a 25% stake Food & Jan-19 Germany Greece N/A 1. in Ktinotrofiki Magnisias SA, a dairy company owner of the brand Patros Beverage

Adamas Securities Ltd, a Cyprus-based company active in the financial services sector, acquired a 20% Jan-19 Greece Greece Construction 8.0 2. stake in Intrakat, a leading company in the construction sector

Athens Exchange Group (ATHEX) acquired a 0.8% stake in , a company active in treasury, Financial Feb-19 Greece Kuwait 1.0 3. real estate, asset management and advisory activities Services

Portag3 Ventures, an early-stage startup investor, acquired a stake in Hellas Direct, a major insurance Financial Feb-19 U.S.A. Greece N/A 4. company in Greece Services

Hellenic Healthcare Group, the largest private healthcare group in Greece, acquired a 29.62% stake in Apr-19 Luxemburg Greece Health 86.0 5. Hygeia, the first large private hospital to operate in Greece and a leading healthcare provider

Invel Real Estate () II BV and CL Hermes Opportunities, acquired a 29.8% and a 2.9% stake May-19 Netherlands Greece Real Estate 390.0 6. respectively (total 32.7%) in NBG Pangea Real Estate Investment Company from National Bank of Greece

Amoiridis Savvidis SA, a Greek company specialised in heating appliances, acquired a 28.5% stake in Jul-19 Greece Greece Services 1.4 7. Intertech, a Greek company active in the technology sector

Elpedison BV (a joint venture of ELPE & Edison), acquired a 24.2% stake in Elpedison SA (subsidiary of Jul-19 Greece Greece Energy 20.0 8. Ellaktor & Elval Chalcor), active in the Energy sector

9. Aug-19 A stake of 3.9% in Ellaktor, the largest infrastructure group in Greece, was acquired by an undisclosed bidder N/A Greece Construction 18.8

Brook street equity partners LLP, a private equity/venture capital investment group supporting innovative 10. Aug-19 and extrovert SMEs, acquired Terracom, NanoPhos and Gizelis, startup companies active in software, U.K Greece Services N/A nanotechnology and robotics Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Deals in Greece 2019 7. Appendices February 2020 37 Transactions in 2019 There were 17 minority transactions in 2019, amounting to €990 mn

Countryof Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

Reggeborgh Invest, a financial services company based in the Netherlands, acquired a 15.6% stake in GEK Sep-19 Netherlands Greece Energy N/A 11. Terna, a leading company active in infrastructure, clean energy, energy production and concessions

Reggeborgh Invest, a financial services company based in the Netherlands, acquired a 2.9% stake inTerna 12. Sep-19 Energy (subsidiary of GEK Terna), a vertically integrated Sources company undertaking Netherlands Greece Energy 23.4 the development, construction, financing, and operation of renewable energy projects

OPAP, a leading Greek gaming operator, acquired a 16.5% stake, previously owned by Intralot, in Hellenic Sep-19 Greece Greece Entertainment 20.0 13. Lotteries which has exclusive rights to produce, operate, distribute, promote and manage all State Lotteries

DECA Investments AIFM, the exclusive investment manager of Diorama Investments SICAR, acquired 14. Okt-19 a 25% stake in PharOs, engaged in the development, approval, production and distribution of generic Greece Greece Pharmaceuticals N/A pharmaceutical products

Aegean Airlines, the flag carrier airline of Greece, acquired a 1.66% stake in LAMDA Development SA, a Okt-19 Greece Greece Real Estate 9.2 15. listed Greek-based company specialising in the development, investment and management of real estate

Sazka Group, a based lottery and sports betting operator, acquired a 7% stake in OPAP, a Okt-19 Poland Greece Entertainment 213.0 16. Greek-based gaming operator

Gamma Bidco SrI, an Italy-based fund management company, acquired a 20% stake in Gamenet (previously Italy / Nov-19 Italy Entertainment 78.0 17. owned by Intralot SA), one of the largest gaming companies operating in Italy in the sector of betting games Greece Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Total value of reported deals €868.9

Total assessed value of non-reported deals €121.3

Total assessed value of all deals €990.2

Deals in Greece 2019 7. Appendices February 2020 38 Transactions in 2019 12 transactions involving non-Greek jurisdiction companies in 2019 amounted to €599 mn

Countryof Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target

Fujitsu General, a Greek based subsidiary of Fujitsu General Japan, acquired a 51% stake in F.G. Europe Italia Jan-19 Japan Italy / Greece Ενέργεια 10.0 1. SpA, a leading air-condition distributor in Italy

Albania Telekom Invest AD, a Bulgarian-based telecommunications company, acquired a 99.76% stake in Albania / Jan-19 Bulgaria TMT 50.0 2. Telekom Albania by OTE Greece

Zencharm Holdings Ltd, a Cyprus-based company owned by I. Vardinogiannis which is active in the business Cyprus / Mar-19 U.K. Services N/A 3. services sector, acquired a 38% stake in both TallonCommodities Limited and TallonPTE Ltd Greece

Balfin Group & Komercijalna Banka ADΗ, one of the largest private investment groups in Albania and the / Albania / Financial Mar-19 Balkans, acquired a 98.33% stake in Tirana Bank, an Albanian-based commercial bank, previously owned by 57.3 4. Albania Greece Services Piraeus Bank

White Star Capital, a venture capital fund, acquired a majority stake in Packhelpan online platform for creating / UK / Mar-19 Poland Industry 8.5 5. and ordering custom-branded packaging through the web Greece

Inform Lykos SA Romania, subsidiairy of Inform Lykos SA, active in the printing products market, acquired a Romania / Apr-19 Romania Services 2.5 6. majority stake in Star Storage, a Romanian-based company that provides digital printing solutions Greece

Merkur Sportwetten GmbH, the European-market-focused sports-betting division of Gauselmann Group, Poland / May-19 Germany Entertainment 5.0 7. acquired in Totolotek SA, a Polish subsidiary of Intralot SA active in sports betting Greece

Marshall Dryships Inc, a listed Greece-based shipping company acquired a 50.02% stake in Heidmar Inc, a global tanker Jun-19 Islands / U.S.A. Shipping 15.0 8. operator Greece

Postbank, subsidiary of Eurobank Bulgaria, acquired a 99.98% stake in Piraeus Bank Bulgaria AD (subsidiary of Bulgaria / Bulgaria / Financial Jun-19 75.0 9. Piraeus Bank) Greece Greece Services Source: MergerMarket, Press, Companies’ press releases Source: MergerMarket, Press, Companies’

Deals in Greece 2019 7. Appendices February 2020 39 Source: MergerMarket, Press, Companies’ press releases companies in2019amountedto€599mn 12 transactionsinvolvingnon-Greekjurisdiction Transactions in2019 No. 12. 10. 11. Announcement Dec-19 Okt-19 Jul-19 Deals in Greece2019 Transaction description distribution ofmineralwaterworldwide HBC CocaCola,aleadingsoftdrinksandbottlingcompany, acquired Acqua Minerali,engagedinbottlingand services sector 65.07% stakeinSistecNextDocsSrlanda65.45%Confidentialbothactivethedigital Inform Lykos SA Romania,subsidiaryofInformLykos SA,activeintheprintingproductsmarket,acquireda Bambi AD, aSerbia-basedmanufacturerandsellerofbiscuitschocolates,fromMidEuropaPartnersLLP Coca-Cola HellenicBottlingCompany AG, alistedsoftdrinksandbottlingcompany, acquireda100%stakein Total assessedvalueofnon-reporteddeals / Switzerland / Romania / Bidder Greece Greece Greece Countryof Origin Total assessedvalueofalldeals Total valueofreporteddeals Romania Target Serbia Italy 7. Appendices Beverage Beverage Services Sector Food & Food & February 2020 €599.1 €24.3 €574.8 (€ mn) Deal size 3.5 88.0 260.0 40 Source: MergerMarket, Press, Companies’ press releases companies in2019,amountingto€399.5mn There were6M&A dealsinvolvingdistressed Transactions in2019 No. 6. 5. 4. 3. 2. 1. Announcement Okt-19 Jun-19 Jun-19 Apr-19 Feb-19 Feb-19 Deals in Greece2019 National BankofGreeceSA 74.98% stakeinSelondaandNireus, fromPiraeusBankSA, Alpha BankSA,EurobankErgasiasSA andthe Andromeda SA,controlledby AMERRA andMubadalaInvestment CompanyPJSC,acquireda79.61%and production anddistribution Jordan International,aUSA-basedsteelproducer, acquiredHellenicSteelSA,acompanyengagedinsteel Eurobank) computer systemsandsoftware,aftera100%divestmentfromGreek systemicbanks(NBG,Piraeus, Alpha, Softone Technologies SA, aGreekdeveloperofERP/CRMbusinesssoftware,acquiredUnisoftactivein supplier ofmarinebunkerfuelsandlubricantsworldwide global energymarkets,acquiredin Aegean MarinePetroleum,aGreekbasedleadingindependentphysical Mercuria EnergyGroupLtd,aSwissinternationalcommoditytradingcompanyactiveinwidespectrumof A Cyprus-based SPV, acquiredamajoritystakeinChrysiEfkairia 50% stakeinEltrekkaSA,speciliasedinthedistributionofaftermarketautopartsGreece AutohellasTourist & Trading Company, aGreek-basedcompanyengagedintheleasingmarket,acquired Transaction description Switzerland Bidder Greece Greece Greece Cyprus U.S.A. Countryof Origin Total valueofreported deals Target Greece Greece Greece Greece Greece Greece 7. Appendices Beverage Shipping Services Services Sector Industry Industry Food & February 2020 13.0 N/A €399.5 (€ mn) Deal size 370.0 16.5 N/A N/A 41 7.

Appendix 2.

European Top 20 deals

February 2020 42 Top 20 announced deals in Europe in 2020 amounted to €235 bn

Deal value No. Bidder Target Sector Date (€ mn)

1. Takeda Pharmaceutical Company Limited Shire Plc Pharmaceuticals 65,796 23/12/2019

2. E.ON SE innogySE Energy 37,859 19/12/2019

3. Novartis AG (Shareholders) Alcon Inc. Pharmaceuticals 23,672 26/12/2019

4. Vodafone Group Plc UPC ; UPC Romania; Unitymedia GmbH; UPC Czech Republic ΤΜΤ 18,400 20/12/2019

A consortium led by EQT Partners AB and Abu Dhabi Investment Galderma Pharmaceuticals 9,029 30/12/2019 5. Authority

6. Prudential plc (shareholders) M&G plc Financial Services 6,454 01/12/2019

CVC Capital Partners Limited; Public Sector Pension Investment Board; Recordati SpA Pharmaceuticals 6,340 17/12/2019 7. StepStone Group LLC

8. Marelli Corporation Magneti Marelli S.p.A. Industry 6,200 18/12/2019

9. VINCI Airports S.A.S. Gatwick Airport Limited (50.01% Stake) Infrastructure 6,002 18/12/2019

10. Marsh & McLennan Companies, Inc. Jardine Lloyd Thompson Group Plc Financial Services 5,745 10/12/2019

11. Consortium led by ANTA Sports Products Limited Amer Sports Oyj (98.6% Stake) Retail 5,609 19/12/2019

12. Thales Group Gemalto NV ΤΜΤ 5,424 22/12/2019

13. Berry Global Group, Inc RPC Group Plc Industry 5,293 04/12/2019

14. Kirkbi -Blackstone -CPPIB consortium Merlin Entertainments Plc (71.08% Stake) Leisure 5,108 04/12/2019

15. Traviata I S.a r.l. Axel Springer SE (54.6% Stake) ΤΜΤ 4,952 18/12/2019

16. CK Asset Holdings Limited Greene King Plc (97.12% Stake) Leisure 4,950 22/11/2019

17. Apax -Warburg Pincus -CPPIB and OTPP consortium Inmarsat Plc ΤΜΤ 4,896 28/11/2019

18. Barrick Gold Corporation Randgold Resources Limited Industry 4,566 23/12/2019

19. The Coca-Cola Company Costa Limited Food & Beverage 4,352 20/12/2019

20. SBB i Norden AB HemfosaFastigheterAB Real Estate 4,340 18/12/2019 Source: MergerMarket

Total €234,987

Deals in Greece 2019 7. Appendices February 2020 43 7.

Appendix 3.

Definitions

February 2020 44 Definitions

1. M&A Transactions 7. Privatisations

M&A transactions involving the acquisition of majority Announced and financially closed privatisations stakes (above 33.3% or less, if ownership share of around 50% following the transaction) and having reached financial closing

2. MinorityTransactions 8. Share Capital Increases

Transactions involving the acquisition of a Share capital increases involving strategic investorsthrough minority position (less than 33.3%) the Athens

3. Domestic Transactions 9. Total assessed value of non reported deals

M&A transactions where both the bidder and Assessed value calculated using the average value of target originating from Greece reported deal, excluding 5 largest deals

4. Inbound Transactions 10. Total assessed value of all deals

M&A transactions between Greek targets or Sum of total reported deal value and sellers and foreign bidders assessed deal value

5. Outbound Transactions 11. Transaction value

M&A transactions between Foreign targets The equity value of the target company and Greek bidders

6. Non-Greek Transactions

Transactions incorporated in another jurisdiction which involve Greek ownership (subsidiaries, Greek shareowner)

Deals in Greece 2019 7. Appendices February 2020 45 The Team

Kyriakos Andreou [email protected] Advisory Leader +30 210 687 4680

Olympia Liami [email protected] Head of Research +30 210 687 4458

Kallia Mylonaki [email protected] Marketing & Communications +30 210 687 4386 Senior Manager

Deals

Thanassis Panopoulos [email protected] Advisory Leader +30 210 687 4628

George Makripidis [email protected] Deals Partner - M&A +30 210 687 4541

Christos Stefanidis [email protected] Deals Director - FS Deals +30 210 687 4437

Ioannis Vovos [email protected] Deals Director - Transaction Services +30 210 687 4645

Ioannis Theologitis [email protected] Deals Director - Restructuring Services +30 210 687 4654

Tax

Vassilios Vizas [email protected] Tax Partner +30 210 687 4019

Deals in Greece 2019 February 2020 46 For public use

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