CrediaBank has reached an agreement to acquire Europa Holdings through a stock exchange and absorption merger. Under the terms, CrediaBank and Europa shareholders will own 90.375% and 9.625% of the combined entity respectively, with the exchange ratio set at 1.446 new bank shares for each insurance platform share.
This strategic move, with a transformation date of June 30, 2026, aims to develop an integrated bancassurance model and diversify CrediaBank’s revenue streams, strengthening net fee income.
The transaction is expected to create significant shareholder value, increasing earnings per share by approximately 8% by 2028 and improving capital adequacy ratios by more than 100 basis points.
Meanwhile, commitments from key shareholders, Thrivest and Intrakom, have been secured to vote in favor of the plan. After completion, Europa’s management team and experienced staff will retain their positions, ensuring continuity of the profitable trajectory.
Eleni Vrettou, CEO of CrediaBank, emphasized that the merger represents a decisive step toward building a more diversified and resilient business model that will enhance revenue sustainability through an integrated insurance platform.
For his part, Nikolaos Makropoulos, Chairman of Europa Holdings, characterized the agreement as “a significant milestone for Europa,” reflecting its dynamic market presence and track record of profitable growth.
This partnership is expected to accelerate the development trajectory of both companies, combining insurance expertise with the bank’s extensive nationwide distribution network and digital reach.
Europa Holdings announcement
The company named “EUROPA HOLDINGS S.A.” with the distinctive title “EUROPA HOLDINGS” (hereinafter the “Company” or the “Absorbed Company”), following the letter dated May 21, 2026 with protocol number 1075 from the Capital Market Commission, announces to the investment community that the Company’s Board of Directors, during its meeting of May 21, 2026, decided to initiate the merger procedure (the “Merger”) with absorption of the Company by the banking company named “CREDIA BANK S.A.” with the distinctive title “CREDIA BANK” (hereinafter “CREDIA BANK” or the “Absorbing Company”), whose shares are also listed for trading on the Main Market of the Athens Stock Exchange.
A corresponding decision to initiate the merger procedure was taken on the same date by CREDIA BANK’s Board of Directors.
The above procedure begins following the signing of binding agreements between the involved parties regarding, among other things, the intended Merger, the completion of which is subject to the fulfillment of customary terms and conditions for transactions of similar nature, as well as obtaining all required corporate, supervisory, regulatory, administrative and other approvals, according to applicable law.
The Merger will be implemented according to the provisions of Law 4601/2019, Law 4548/2018, Article 16 of Law 2515/1997, as in force, as well as the applicable provisions of stock exchange and capital market legislation.
June 30, 2026, was set as the date for preparing the transformation accounting statement, based on which the valuation of the merging companies will be conducted, according to applicable legislation.
In the context of the proposed Merger, the proposed exchange ratio of shares of the Absorbed Company to shares of the Absorbing Company amounts to 1.446 new common nominal voting shares of CREDIA BANK S.A. for each one (1) common nominal share of the Absorbed Company. For determining and applying the above proposed exchange ratio, the issuance of three million four hundred twenty-five thousand six hundred eighty-eight (3,425,688) new common nominal shares of the Absorbed Company has been taken into account, which are planned to be issued through a capital increase by capitalizing reserves above par, within the framework of the long-term incentive program established according to its current Compensation Policy and approved by the General Meeting of shareholders on December 18, 2025. These new shares will be allocated to the beneficiaries of the said program and will participate normally in the Merger procedure, subject to obtaining the required corporate decisions and other approvals.
Additionally, before completing the Merger, the Absorbed Company intends to proceed, according to applicable legislation and after obtaining the required corporate approvals, to reduce its share capital up to €45.5 million (€0.31 per share), for the purpose of returning capital to its shareholders. This capital return is part of the overall transactional design of the proposed Merger and is subject to obtaining required decisions and approvals from the competent corporate bodies of the Absorbed Company and any other competent authority, as applicable. The company will source these funds from the disposal of part of its real estate property.
The proposed Merger is part of the strategic planning of the involved companies for forming a unified corporate and business scheme, capable of utilizing complementary activities, infrastructure and development capabilities, with a focus on strengthening business operations and creating long-term value for shareholders. The EUROPA HOLDINGS Group with its subsidiary companies EUROPA INSURANCE and NAK Insurance Brokers is currently characterized by a very high solvency ratio of 366%, high business growth rates and top operational margins, and is expected to create a critical arm for the Bank in providing insurance products and services, contributing to the high growth rates already recorded by the CREDIA BANK Group and maximizing the expected benefits of the proposed merger. CREDIA BANK expects to utilize Europa’s successful senior management team and experienced staff, who will retain their positions and continue to manage the Group’s insurance activities after the Transaction’s completion.
Ms. Eleni Vrettou, CEO of CrediaBank, commented: “The agreement on the basic terms of the merger with Europa signals another step in the disciplined implementation of our strategy to build a more diversified and resilient business model. This follows our highly successful €300 million capital increase earlier this year and reflects our continued focus on targeted value-creating opportunities. The proposed transaction will expand our fee-generating activities through developing an integrated insurance platform, enhancing both our revenue sustainability and capital generation profile. Europa is a well-managed, conservatively capitalized and rapidly growing business with an excellent management team and outstanding relationships in the insurance and reinsurance market. We look forward to working with the Europa team and offering substantially improved services to our customers.”
Mr. Nikolaos Makropoulos, Chairman of Europa, stated: “Today’s agreement represents a significant milestone for Europa and reflects the strength and continued momentum of our presence in the Greek insurance market, supported by a proven track record of profitable growth and the depth of experience of our senior management team. Our recent strategic expansion, including the acquisitions of NAK, AMYNA and a 50% stake in Alpha Insurance Brokers in Romania, underscores our ability to successfully execute inorganic growth opportunities. The partnership with CrediaBank has the potential to further accelerate this trajectory, combining our capabilities in insurance underwriting and brokerage with the Bank’s nationwide distribution network and digital reach, while maintaining our focus on quality, reliability and solvency. We are excited about the opportunity to offer broader solutions and improved customer experience, while creating new opportunities for our people.”
The investment community will be informed according to current legislation about every material development regarding the Merger procedure, including, in particular, the preparation and publication of the merger contract draft, the finalization of the proposed exchange ratio, the required reports and opinions, the decisions of the General Meetings of shareholders of the merging companies and any other document or information required to be disclosed according to applicable law.
This announcement does not constitute an offer, invitation or recommendation for the purchase, sale, exchange or disposal of securities and does not prejudge the completion of the proposed merger, which depends on fulfilling the above conditions and prerequisites.
CrediaBank announcement
CrediaBank S.A. (“CrediaBank” or the “Bank”) announces that it has agreed to acquire Europa Holdings S.A. (“Europa”, and together the “Parties”), which will be implemented through stock exchange and absorption merger (the “Transaction”).
1. Transaction terms
Based on the agreed terms, the preliminary exchange ratio results in CrediaBank and Europa shareholders owning 90.375% and 9.625% of the combined entity’s shares respectively. Consequently, Europa shareholders will receive 1.446 newly issued CrediaBank shares for each Europa share. CrediaBank shareholders will retain the same number of shares they hold.
The preliminary exchange ratio has taken into account that Europa will proceed to distribute €45.55 million to its existing shareholders and issue approximately 3.5 million new shares within the framework of incentive programs, as well as sell certain real estate properties at agreed prices.
The Transaction is subject to customary conditions, including completion of satisfactory due diligence to be conducted by the Bank, approvals from supervisory authorities, approval by the Parties’ shareholders’ general meetings, as well as consent from Hellenic Corporation of Assets and Participations S.A.
The transformation balance sheet reference date has been set for June 30, 2026.
2. Shareholder commitments
Thrivest Holdings Ltd (CrediaBank shareholder) and INTRAKOM ANONYMOUS PARTICIPATION COMPANY (Europa shareholder) have entered into a separate agreement and have undertaken to vote in favor of the Transaction at the respective extraordinary general meetings of CrediaBank and Europa respectively and to refrain from any action that would harm or delay the Transaction’s approval. INTRAKOM ANONYMOUS PARTICIPATION COMPANY has agreed to a lock-up of the shares it will receive for 6 months after the Transaction’s completion.
3. About Europa & business rationale of the Transaction
Europa is an integrated insurance platform combining underwriting and brokerage activities, with a diversified business portfolio covering general insurance products, industrial, commercial and financial risks, transportation, reinsurance services and credit insurance. It has established a strong presence in the Greek market, including a leading position in property insurance and being one of only two insurers licensed to issue guarantee letters. Europa offers comprehensive and modern insurance solutions, emphasizing quality, reliability and solvency (Solvency Capital Requirement at end-2025: 367% and 289% for Europa and Europa Insurance respectively). Regarding its performance, Europa is expected to achieve Pre-Tax Profits of €20 million in 2026 and approximately €45 million in 2028 (including estimated synergies).
The Transaction is expected to create significant value for the Bank’s shareholders, with projected Earnings per Share increase of ~8% by 2028 and double-digit return on investment (including synergies at full deployment), as well as improvement in CrediaBank’s capital adequacy ratios exceeding 100 basis points.
The Transaction is expected to support the development of an integrated bancassurance model in the general insurance sector and enhance the Bank’s revenue diversification with particular emphasis on sustainable net fee and commission income. It aligns with CrediaBank’s broader strategy to strengthen its product and service offering and establish its position as a comprehensive financial partner, capable of covering the full spectrum of its customers’ financial needs. This strategic direction follows the Bank’s recent acquisition of Pantelakis Securities S.A., marking another step in implementing its long-term development and diversification strategy.
The integration of insurance activities is expected to create substantial synergies, supporting the development and distribution of complementary products and services for the Bank’s customer base. CrediaBank expects increased revenue per customer, along with enhanced customer loyalty and stronger long-term relationships. Additionally, CrediaBank’s extensive nationwide branch network, combined with its advanced digital channels, is expected to constitute a particularly efficient insurance product distribution platform with low marginal cost, supporting improved operational efficiency.
CrediaBank expects to leverage the capable senior management team and experienced staff of Europa’s subsidiaries, who will retain their positions and continue to manage the Group’s insurance activities after the Transaction’s completion.
Ms. Eleni Vrettou, CEO of CrediaBank, commented: “The agreement on the basic terms of the merger with Europa signals another step in the disciplined implementation of our strategy to build a more diversified and resilient business model. This follows our highly successful €300 million capital increase earlier this year and reflects our continued focus on targeted value-creating opportunities. The proposed transaction will expand our fee-generating activities through developing an integrated insurance platform, enhancing both our revenue sustainability and capital generation profile. Europa is a well-managed, conservatively capitalized and rapidly growing business with an excellent management team and outstanding relationships in the insurance and reinsurance market. We look forward to working with the Europa team and offering substantially improved services to our customers.”
Mr. Nikolaos Makropoulos, Chairman of Europa, stated: “Today’s agreement represents a significant milestone for Europa and reflects the strength and continued momentum of our presence in the Greek insurance market, supported by a proven track record of profitable growth and the depth of experience of our senior management team. Our recent strategic expansion, including the acquisitions of NAK, AMYNA and a 50% stake in Alpha Insurance Brokers in Romania, underscores our ability to successfully execute inorganic growth opportunities. The partnership with CrediaBank has the potential to further accelerate this trajectory, combining our capabilities in insurance underwriting and brokerage with the Bank’s nationwide distribution network and digital reach, while maintaining our focus on quality, reliability and solvency. We are excited about the opportunity to offer broader solutions and improved customer experience, while creating new opportunities for our people.”
CrediaBank has engaged UBS Europe SE as exclusive financial advisor and PotamitisVekris as legal counsel for the Transaction.
CrediaBank S.A.
IMPORTANT ANNOUNCEMENT – CLARIFICATION
This announcement contains certain forward-looking statements. These statements reflect CrediaBank’s current expectations, estimates and forecasts regarding its financial condition, operating results, plans, objectives, future performance and business activities, as well as the industry in which CrediaBank operates, and are based on assumptions and premises that CrediaBank’s management considers reasonable. No guarantee is provided that forward-looking statements will prove accurate, as there are risks, uncertainties and other significant factors beyond CrediaBank’s control, which may cause actual results and future events to differ materially from those anticipated in such statements. These forward-looking statements include known and unknown risks, uncertainties and other material factors beyond CrediaBank’s control that could cause material deviation of CrediaBank’s actual results, performance or achievements from the expected results, performance or achievements expressed or implied by these forward-looking statements. Therefore, CrediaBank warns against relying on any of these future statements and notes that it does not undertake to update forward-looking statements regarding future developments, should circumstances or management estimates change.
