M&A Guide 2026: Greece

The current environment for M&A transactions in Greece remains active, supported by macroeconomic stability, improved sovereign credit ratings, and a strong pipeline of opportunities.

Cross-border dealmaking remains one of the defining characteristics of the Greek market and international investors continue to play a central role, both in traditional strategic sectors such as energy and infrastructure, but also in healthcare, gaming, and financial services. The profile of bidders in 2025 confirms that Greek targets are attracting capital from a broader range of jurisdictions, including pan-European and Gulf investors.

Private transactions constitute the majority of the M&A activity in Greece, mainly due to the structure of the economy, where numerous businesses are still privately owned by individuals, families, or entities.

Public M&A emerged more prominently in 2025. Deals including the acquisition of control of the Athens Stock Exchange (ATHEX) by Euronext and Masdar’s acquisition of TERNA Energy brought listed companies to the forefront of the market. They further illustrated that public M&A is not confined to traditional takeovers but can involve exchange offers, squeeze-outs, delistings, and larger cross-border schemes.

The dynamic between the two is evolving; private M&A still dominates, but public M&A is becoming more influential in shaping standards on pricing, governance, and minority protection, while also attracting greater scrutiny due to the broader questions it raises regarding the market, minority shareholders, and the future ownership of major Greek companies.

One of the most notable public M&A developments of 2025 in Greece was the Euronext–ATHEX transaction. Euronext launched a share exchange offer for ATHEX, following an unsolicited proposal that was later successfully completed, which has been the first cross-border share-for-share exchange transaction in Greece between listed entities that did not belong to the same group. The deal initiated debate on whether integration into a larger European exchange group would improve liquidity and access to capital or reduce local control over the only market operator in Greece and evidenced that Greek listed companies are now targets in a broader European market.

The acquisition by ATHEX-listed Intralot of Bally’s International Interactive Business through a mix of cash and equity consideration represented the largest outbound acquisition by a Greek company in the past 20 years. The transaction highlights the increasing use of complex consideration structures, innovative use of equity and debt capital market opportunities and post-closing governance arrangements in cross-border deals, and the growing ambition of Greek corporates to participate in larger international transactions and build cross-border groups.

Early 2026 market commentary suggests that M&A activity and deal value increased in 2025, with a deal volume rise of approximately 25%, supported by foreign strategic investment and private equity, making 2025 the strongest year since 2012.

Deal activity also became more diversified, showing that the Greek market is becoming broader and more balanced. While technology, media, and telecommunications remained the most active sector by number of deals and energy remained the leader by value, large transactions in gaming and real estate/hospitality played a significant role in 2025.

The outlook for M&A activity in Greece over the next 12 months remains positive, with the strong momentum of 2025 expected to continue into 2026.

Inbound M&A is expected to remain the primary driver of activity. Cross-border investors continue to view Greece as an attractive entry point into southeastern Europe, particularly in sectors such as energy, infrastructure, healthcare, technology, and tourism.

The main challenges relate to execution rather than demand, including global uncertainty, regulatory complexity, and the growing relevance of foreign direct investment (FDI) screening in cross-border deals.

A key trend in the Greek market is the continued consolidation of traditionally fragmented sectors, also through merger and demerger procedures, particularly in industries where scale, governance, technology, and regulatory compliance are becoming critical, most notably in renewables, healthcare, logistics, and financial services.

Another trend is the use of M&A as a growth strategy, rather than just restructuring. Many recent deals aim to access new markets, build larger regional platforms, access technology, or strengthen market position.

Financing conditions for M&A in Greece are supportive and continuing to strengthen, driven by stronger bank lending and a broader funding landscape. Alongside traditional banks, private equity and private credit funds, particularly through direct lending, play an increasingly important role, especially in mid-market deals. International investors remain active, while EU-backed financing further enhances liquidity in key sectors such as energy and infrastructure. Overall, this mix of funding sources creates a flexible and competitive environment for executing well-structured transactions.

Financial investors, including private equity and institutional funds, are playing an increasingly prominent role in the Greek M&A market, intensifying competition in sale processes, particularly in the mid-market.

They are also driving consolidation and professionalism in sectors traditionally dominated by family-owned businesses, while providing alternative sources of funding beyond bank financing and enabling local companies to grow and expand.

The principal M&A legislation includes Law 4548/2018 on sociétés anonymes, Law 4601/2019 on corporate transformations and restructurings, and Law 5055/2023 on cross-border restructurings.

Public M&A is additionally governed by Law 3461/2006 on takeover bids, which implemented the EU Takeover Directive and sets out the rules for mandatory and voluntary tender offers, and further legislation covering mainly corporate governance and disclosure obligations.

Competition aspects are governed by Law 3959/2011 and the EU Merger Regulation, with merger control exercised at EU level or by the Hellenic Competition Commission (HCC) or sector-specific commissions (e.g., the Hellenic Telecommunications & Post Commission).

An FDI screening mechanism has been implemented by virtue of Law 5202/2025, in line with Regulation (EU) 2019/452, and applies to investments in sensitive sectors, including energy, infrastructure, tourism, and other strategic areas.

At the regulatory level, the Hellenic Capital Market Commission (HCMC) supervises public M&A transactions, while sector-specific regulators – including the Bank of Greece, the Hellenic Energy Regulatory Authority, the Hellenic Gaming Commission, and the Hellenic Telecommunications and Post Commission – may be involved where transactions concern regulated industries.

The Greek M&A framework has undergone significant modernisation in recent years, with several reforms now having a tangible impact on transaction execution.

The introduction of Law 4601/2019 streamlined procedures, simplified mechanisms, and increased flexibility in restructuring transactions. This framework was further strengthened by Law 5055/2023, which regulates cross-border mergers, and more recently by Law 5162/2024, which complements the regime by consolidating tax incentives for corporate transformations into a single legislative framework.

Furthermore, the gradual development of the FDI screening framework is becoming increasingly relevant in cross-border transactions, with its main impact being the requirement of early identification of regulatory risk and more careful transaction planning. While the regime is still evolving in practice, it introduces an additional layer of regulatory assessment, notably in strategic sectors.

Finally, ongoing judicial and enforcement reforms, including measures to reduce court backlogs and improve enforcement procedures, are gradually strengthening legal certainty, resulting in more predictable enforcement timelines.

The continued evolution of the FDI screening framework in practice may lead to potentially more rigorous review processes for foreign investments in sensitive sectors.

In parallel, the broader EU regulatory agenda – including developments in competition policy, foreign subsidies regulation, and sustainability-related disclosure requirements – is increasingly relevant to transactions involving Greece.

Domestically, further progress is expected in the digitalisation of public registries and administrative procedures, which will continue to reduce transaction friction and improve execution timelines, while the Greek government still pursues policies aimed at attracting foreign investment and supporting strategic sectors, including energy, infrastructure, and technology.

Several misconceptions persist among international investors regarding the Greek M&A market, the most common ones being heavy bureaucracy, slow execution, and poor structuring.

Although regulatory approvals are indeed required in certain sectors affecting transaction timelines, the modernisation of the Greek legal framework, the gradual progress in public registries and administrative processes and procedures, and the adoption of mirroring international transactional structures have now led to M&A transactions that can be executed in a timely manner and effectively in comparison with those in other EU jurisdictions.

Valuation and transaction structure typically remain the primary focus areas in Greek M&A transactions, while certain regulatory and practical aspects may receive comparatively less attention, particularly at the early or final stages of a deal.

Regulatory approvals and sector-specific licensing requirements, especially in regulated industries, are often underestimated and require careful advance planning. Post-closing integration is another commonly overlooked area, particularly in cross-border transactions, where challenges may arise in corporate governance, compliance, and operational alignment, especially in targets operating under different management structures or within a fragmented SME landscape.

Technology is increasingly influencing the M&A dealmaking process in Greece, both in transaction execution and in the broader regulatory environment. Digital tools, including virtual data rooms and electronic document management systems, are widely used.

Government-led digitalisation initiatives are improving the efficiency and transparency of the framework relevant to M&A. In particular, the upgrade of the General Commercial Registry, the digitalisation of tax administration systems, and the development of the Hellenic Cadastre have enhanced access to corporate and real estate information, which can significantly streamline legal due diligence processes.

While further progress is still expected, especially due to newly adopted AI, these developments brought tangible benefits and contributed to making the Greek transaction environment more accessible and efficient for both domestic and international investors and counsels.

The control of a listed company can be acquired by virtue of the same methods as a private company. The relevant processes for listed businesses, though, are more enhanced with respect to related disclosure requirements and the protection of minority shareholders and are usually combined with a tender offer process.

In practice, control is often obtained through the acquisition of a significant equity stake from an existing controlling shareholder, followed by a mandatory tender offer addressed to the remaining shareholders. Given that many Greek listed companies have concentrated ownership, often involving dominant shareholders or founding families, this structure represents the most common route to obtaining control.

In a competitive or hostile public M&A scenario, the acquirer typically has access only to limited information on the target, primary publicly available information, or information that can be provided without violating the EU Market Abuse Regulation. At the same time, there is a risk that the target’s board of directors may issue a negative opinion on the tender offer.

Public takeover offers may not be made subject to conditions, except for those relating to the receipt of required regulatory licences and approvals or the issuance of new securities where these are offered as consideration.

In a voluntary takeover offer, the offeror may set a minimum acceptance threshold – namely, a minimum number of shares that must be tendered for the offer to proceed – or cap the number of shares it is prepared to acquire. In the latter case, if tenders exceed this maximum, the offeror must accept shares on a pro rata basis.

Deal protection measures encountered in other jurisdictions, such as break-up fees, are neither specifically regulated nor commonly used in public M&A transactions in Greece.

A key principle is the board neutrality rule; under which, once a takeover bid is announced, the target’s board may not take actions outside the ordinary course of business that could frustrate the offer without prior shareholder approval. This operates alongside principles of equal treatment of shareholders, full transparency and disclosure obligations, and a strictly regulated bid process and timetable. Once launched, a tender offer cannot be withdrawn, except in the case of a competing offer or, in exceptional circumstances, with the approval of the HCMC.

Consideration mechanisms in Greek private M&A transactions broadly reflect international market practice, driven by the growing presence of international investors and financial sponsors.

Both locked-box and completion account structures are used, with completion accounts remaining the more common approach, particularly where the target’s financial position may fluctuate between signing and closing. Locked-box mechanisms are more frequently seen in competitive sale processes, as they offer pricing certainty and limit post-closing adjustments.

Earn-out arrangements are increasingly employed to bridge valuation gaps between buyers and sellers, while escrow arrangements, often involving foreign escrow agents, are commonly used to secure post-closing obligations, such as warranty claims.

In parallel, warranty and indemnity (W&I) insurance is gaining traction, supporting more seller-friendly deal structures, reducing reliance on escrows, and providing buyers with additional protection.

Private M&A transactions are typically subject to conditions precedent set out in the share purchase agreement, most commonly including regulatory approvals (notably, HCC and FDI clearances), as well as lenders’ or other third-party consents and waivers in connection with the change of control of the target.

Additional conditions often relate to transaction-specific matters, such as the acquisition, renewal, or transfer of key licences; the resolution of real estate or operational issues; the absence of material adverse changes; and, in some cases, the completion of pre-closing restructuring steps.

Greek law is used in corporate restructurings of Greek entities and is also typically chosen as the governing law of share purchase agreements involving Greek target companies. In cross-border transactions, particularly those involving international investors, parties may instead opt for a foreign governing law, most commonly English law.

Disputes are submitted to Greek courts, but they may also be submitted to foreign courts or international arbitration, often under International Chamber of Commerce rules (for share purchase deals with an international aspect).

Notwithstanding the chosen governing law, certain aspects of the transaction remain subject to mandatory Greek law; in particular, those relating to corporate governance matters and share transfer formalities.

The exit environment in Greece in 2025 remained active, supported by strong M&A momentum and improved investor sentiment.

Trade sales continued to be the most established and reliable exit route, particularly in sectors such as energy, technology, hospitality, and infrastructure, while sales to financial sponsors also gained traction, with private equity funds playing a key role in mid-market exits.

The IPO market showed signs of active revival following a period of limited activity. Landmark transactions in 2024 had already helped reopen the market and in 2025, IPOs and equity offerings were very well received (and often oversubscribed), reflecting improved sentiment and Greece’s investment-grade status.

The Greek M&A market in 2026 is expected to remain active and increasingly sophisticated, while deal activity is likely to be driven by strategic consolidation and growth investments, particularly in sectors such as energy, infrastructure, technology, and tourism, with financing conditions remaining supportive.

From a legal practice perspective, the market is expected to continue aligning with international standards due to prominent cross-border elements, with increasing use of sophisticated deal structures, risk allocation mechanisms, and insurance solutions, such as W&I insurance. Regulatory scrutiny, particularly in areas such as FDI and competition, will likely intensify, requiring more complex deal planning and execution.

Overall, legal practice in Greece is anticipated to become more streamlined, internationally oriented, and responsive to the demands of a maturing and competitive M&A environment.