CB 1 cb.htm FORM CB cb.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form CB
 
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
 
 
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
 

Securities Act Rule 801 (Rights Offering)
[     ]
Securities Act Rule 802 (Exchange Offer)
[ X ]
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)
[     ]
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
[     ]
Exchange Act Rule 14e-2(d) (Subject Company Response)
[     ]
 
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) [   ]

Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act

 
EFG Eurobank Ergasias S.A. ("EFG Eurobank") 

(Name of Subject Company)
 
Not applicable 

(Translation of Subject Company’s Name into English (if applicable))
 
Greece 

(Jurisdiction of Subject Company’s Incorporation or Organization)
 
Alpha Bank A.E. 

(Name of Person(s) Furnishing Form)
 
EFG Eurobank Ordinary Shares
 
American Depositary Shares, each representing one-half (1/2) of one ordinary share of EFG Eurobank 

(Title of Class of Subject Securities)

 
EFG Eurobank Ordinary Shares: Not applicable
EFG Eurobank American Depositary Shares:  26844B100

(CUSIP Number of Class of Securities (if applicable))
 
Mr. Dimitrios Kostopoulos
Ms. Stella Staka
Investor Relations
Alpha Bank A.E.
40, Stadiou Street
Athens J3 10252
tel: 00302103264125/00302103264182
 

(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
 
Copies to:
 Lorenzo Corte
Skadden Arps Slate Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
United Kingdom
Telephone: 011 44 20 7519 7000
 Scott V. Simpson
Skadden Arps Slate Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
United Kingdom
Telephone: 011 44 20 7519 7000
 
August 29, 2011 

(Date Tender Offer/Rights Offering Commenced)
 
 
 
 

 

 
 
TABLE OF CONTENTS
 
PART I—INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents
 
Item 2. Information Legends
 
PART II—INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
 
PART III—CONSENT TO SERVICE OF PROCESS
 
PART IV—SIGNATURES
 
Exhibit 99.1
 
Exhibit 99.2
 
Exhibit 99.3
 
Exhibit 99.4
 
Exhibit 99.5
 
Exhibit 99.6
 
Exhibit 99.7
 
Exhibit 99.8
 
Exhibit 99.9
 
Exhibit 99.10
 
 
 
 

 

 
PART I - INFORMATION SENT TO SECURITY HOLDERS 
 
Item 1. Home Jurisdiction Documents
 
 
Exhibit
 
 
Number:
Description
     
 
Exhibit 99.1
Invitation to the Extraordinary Meeting of Shareholders to be held on October 24, 2011 ("EGM"), dated September 30, 2011
     
 
Exhibit 99.2
Number of Shares and Voting Rights
     
 
Exhibit 99.3
Draft resolutions
     
 
Exhibit 99.4
Summary of Draft Merger Agreement between Alpha Bank A.E. and EFG Eurobank Ergasias S.A.
     
 
Exhibit 99.5
Report to the Board of Directors according to Article 69 of Codified Law 2190/1920 (in connection with Item 2 on the EGM agenda)
     
 
Exhibit 99.6
Summary of the Fairness Opinion prepared by Ernst & Young (Hellas)
     
 
Exhibit 99.7
Report to the Board of Directors according to Article 13 of Codified Law 2190/1920 (in connection with Item 5 on the EGM agenda)
     
 
Exhibit 99.8
Declaration – Proxy for the Participation in the EGM
     
 
Item 2. Informational Legends
 
             The required legends have been included in a prominent portion of each of the informational documents.
 
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 
Exhibit
 
 
Number:
Description
     
 
Exhibit 99.9
Press release: Alpha Bank and Eurobank EFG Forces to Create a Leading Bank in Greece and Southeastern Europe, dated September 29, 2011
     
 
Exhibit 99.10
Investor Presentation – Creating a Regional Leader, A Compelling Combination

 
PART III - CONSENT TO SERVICE OF PROCESS
 
Concurrently with the furnishing of this Form CB to the Securities and Exchange Commission (the “SEC”), Alpha is submitting to the SEC a written irrevocable consent and power of attorney on Form F-X.
 
 
 
 

 

 
PART IV - SIGNATURES
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
By:
 /s/ Mr. Dimitrios Kostopoulos 
   
Name:  Mr. Dimitrios Kostopoulos
   
Title:    Assistant Manager, Investor Relations
 

 
By:
 /s/ Ms. Stella Staka
   
Name:  Ms. Stella Staka
   
Title:    Investor Relations Officer, Investor Relations
 
   
Date: October 6, 2011