Energy & Infrastructure M&A 2025 Comparisons

Activity in the Greek energy and infrastructure M&A market has remained robust during the past 12 months. The ongoing geopolitical tensions in the area plus the wars in Ukraine and Gaza – as well as shipping and trade frictions ‒ seem to have reinforced capital allocation into Greek security-of-supply assets (LNG entry points, interconnectors) and accelerated corporate decarbonisation mandates. These have been supportive both of Greek renewable energy sources (RES) and grid deals – for example, the Alexandroupolis floating storage and regasification unit (FSRU) going live in 2025 was a concrete de-risking event for Greece and the region. The energy transition agenda and investor appetite for renewable energy assets have sustained a steady flow of transactions, particularly in solar, wind, and energy storage.

Price Dynamics

Wholesale electricity prices have risen since 2024, largely as a result of the war in Ukraine and broader inflationary trends. Nevertheless, investors’ interest in renewable generation assets and power purchase agreement (PPA)-backed portfolios seems to be reinforced. Higher price volatility has underscored the strategic value of energy assets, encouraging consolidations and long-term investments across the renewable energy spectrum.

Leading Energy Groups

The market’s resilience is further demonstrated by the transformations under way among Greece’s leading energy groups. Public Power Corporation (PPC SA) is implementing a significant investment programme, focusing on renewable energy projects, storage systems, and network modernisation. Such initiatives, alongside landmark deals such as Masdar’s acquisition of Terna Energy, illustrate the growing depth and internationalisation of Greece’s energy M&A landscape.

Greece Versus Global Trends

Compared with global activity, Greece’s energy and infrastructure M&A market remains broadly in line with – and, in key segments, stronger than – the global pace. Supported by a maturing regulatory framework, strong political commitment to decarbonisation, and active stakeholder participation in shaping energy policy, the country continues to consolidate its role as a regional hub for renewable energy investment and cross-border energy integration.

Hydrogen Market Developments

Greece’s hydrogen sector has entered a formative stage following the enactment of Law 5215/2025, which establishes the first comprehensive framework for renewable and low-carbon hydrogen production. The law establishes permitting procedures, introduces the Hydrogen Producer Certificate (HPC), and provides a pathway for future investment and operational support mechanisms. These measures are already stimulating M&A activity as new projects begin to emerge, while the government’s active policy support demonstrates a clear commitment to developing a domestic hydrogen market and supporting the transition of lignite-dependent regions towards clean energy.

Solar and Wind

No major regulatory changes have occurred in the photovoltaic (PV) or wind sectors, which continue to operate under stable and mature frameworks. However, there has been a slowdown in the licensing of new PV projects, largely due to administrative delays and limited grid capacity. In contrast, the completion of existing projects continues steadily, underlining the resilience of the Greek renewable energy market and investors’ confidence.

Battery Energy Storage Systems

Battery energy storage has become a strategic priority in Greece’s energy policy, serving as a key enabler for grid flexibility and renewable integration. The revised National Energy and Climate Plan (NECP) increased national storage targets, reflecting the growing need to balance variable renewable generation. Furthermore, the Regulatory Authority for Waste, Energy and Water (RAAEY) has continued to launch dedicated tenders for battery energy storage system (BESS) capacity, while the enactment of a new regulatory framework grants connection priority to standalone storage facilities and hybrid renewable projects over conventional PV parks.

Investor Approaches

Investors seeking to participate in Greece’s energy and infrastructure M&A market typically access opportunities by acquiring existing licensed projects or by purchasing equity stakes in project-holding companies. Transactions often involve the transfer of generation, storage or grid-connected assets that already hold valid permits and grid-connection rights, enabling investors to minimise regulatory risk and accelerate market entry. It is also common for investors to acquire companies that have not yet developed their projects but that possess licences or – more importantly – have secured grid-connection capacity, which remains one of the most valuable assets in the current market environment.

Investor Profile

The Greek market attracts a diverse investor base, including large domestic energy groups, foreign strategic investors, and smaller independent developers. Strategic investors from Europe, the Middle East, and Asia continue to view Greece as an entry point to South-Eastern Europe’s expanding clean-energy market. Alongside these major players, there is also a large number of small renewable energy producers highlighting the country’s diversity within the energy market.

Greece’s current investment landscape is dominated by renewable generation, storage expansion, and grid-modernisation projects, with conventional power playing a gradually diminishing role. Major ongoing developments include solar and wind parks, BESS projects, and transmission-infrastructure upgrades that will integrate both island and cross-border networks.

According to Low Carbon Power (2025), around 52% of Greece’s electricity is now generated from low-carbon sources – approximately 21% solar, 20% wind, and 6% hydropower – whereas fossil fuels still account for about 48%, comprising mainly natural gas (approximately 42%) and a small share of coal (approximately 6%). This mix underlines the country’s accelerating transition towards renewable energy while maintaining gas-fired generation for system stability.

Planned and ongoing projects reflect this balance. The revised National Energy and Climate Plan (NECP) targets 43% of gross final energy consumption from renewables by 2030, supported by new solar and wind installations, as well as the continued development of major interconnectors – for example, the Crete–Attica and North-East Aegean links, together with the Great Sea Interconnector (the submarine cable connecting Greece, Cyprus and Israel).

Another important project is the development of the Greek AI factory named “Pharos”, which is part of the EU’s AI factories initiative and focuses on sustainability as one of its pillars, along with health and culture/languages. For further details, please see the Greek Trends and Developments chapter of this guide.

The energy and infrastructure industry is a regulated market in Greece, particularly in renewables, storage, and infrastructure development. In order to have flexible equity participation and potential conversion during later-stage financing, either a société anonyme (SA) or a private company (PC) should be the chosen vehicle.

In Greece, new companies are typically incorporated under the General Commercial Registry (Genikó Emporikó Mitróo, or GEMI) ‒ through which, the entire process can be completed electronically. The procedure is efficient and straightforward, with incorporation generally finalised within a few days.

Key considerations include licensing, permits, and grid-connection rights. Investors treat these as milestones in terms of valuation and financing.

In Greece, companies in the energy and infrastructure sector typically experience liquidity events through the sale of licensed projects or equity transfers to larger investors once the necessary permits or grid-connection rights have been secured. This is a common exit strategy for small and medium-sized developers, who often capitalise on value creation during the licensing phase rather than proceeding to full project construction.

If a company is unable to obtain the required regulatory approvals – such as the environmental terms approval (apófasi égkrisis perivallontikón oron, or AEPO) or a grid connection – and therefore cannot complete or operate the project to generate revenue, it may face liquidity constraints. Consequently, developers and investors must pay particular attention to the timely acquisition of permits, project financing, and regulatory compliance, as these remain the decisive factors for ensuring project viability and investor returns.

Key considerations include the corporate form of the entity, the signed shareholders’ agreements, and change-of-control clauses.

In Greece, it is customary in the energy and infrastructure space for companies to proceed to spin-offs. There are three types of splits: common split, partial split and division spin-off.

A key driver for considering a spin-off is the general organisation of the company’s economic activity. Rather than holding all the electricity production/storage licences itself, a company may decide that it is in its best interest to set up companies (SPVs) to which these licences will be transferred, so that these SPVs will bear the rights and obligations associated with these licences instead. The incentive for doing this is that, should a licence ultimately fail financially, the problem will be with the SPV and not the parent company.

When a split or a spin-off takes place, a certain set of rules applies.

Rules for the valuation of assets apply in the same way in the event of a split or a spin-off. If the assets of the transferring company need to be valued, this valuation does not affect the taxable value that the assets will have in the recipient company.

Rules for the valuation of corporate holdings vary in the event of a split or a spin-off. The timing of the completion of the split or the spin-off is crucial for tax purposes and, if the company shares are transferred within two years of the completion date of the split or the spin-off, then their acquisition price will be determined based on their market value at the time immediately preceding the split or the spin-off.

Rules for the taxation of goodwill differ depending on whether a split or a spin-off occurs. The goodwill arising from a split does not give rise to a tax liability for the recipient company. Conversely, in the event of a spin-off, the contributing company is exempt from income tax on the goodwill arising from the contribution of the branch of activity to the new subsidiary.

Rules for depreciation and rules for the transfer of losses, provisions, and reserves are also applicable.

Furthermore, it is possible for the receiving company to carry forward the losses, reserves and provisions of the transferring company under the same tax exemptions and conditions that would apply to the transferring company had the corporate transformation had not taken place.

Other exemptions under Greek law may apply.

In the event of a split or spin-off, it is possible for the new company that emerges to merge with another company that already exists or is incorporated at that time. Key requirements include regulatory notifications to Greek authorities and institutions – for example, notifications to banking institutions and the environmental authorities.

A typical timing for a spin-off is four to six months. No ruling is needed from a tax authority prior to completing the spin-off.

Pursuant to Law 3556/2007, a shareholder whose percentage of voting rights reaches, exceeds, or falls below 5%, 10%, 15%, 20%, 25%, one-third, 50%, or two-thirds as a result of an acquisition or disposal is required to inform the issuer and the Hellenic Capital Market Commission (HCMC) of the percentage of voting rights held following the transaction. Furthermore, no “put up or shut up” rule applies in Greece, and bidders are not required to disclose their strategic intentions before making a formal offer.

Under Law 3461/2006, any person who directly or indirectly acquires securities resulting in ownership of more than one-third (33.3%) of the voting rights in a listed company must submit a mandatory takeover bid for all remaining shares within 20 days of the acquisition (or 30 days if a valuation is required).

The same obligation applies to any person already holding between one-third and half of the voting rights who, within six months, acquires an additional 3% of the company’s voting rights. In both cases, the offer must be made to all shareholders at a fair and equitable price, as defined under the provisions of Law 3461/2006.

Greek M&A transactions may be structured as either share deals or asset deals, depending on the investment strategy of the parties and the specific characteristics of each transaction. Alternatively, under Law 4601/2019 on Corporate Transformations, acquisitions can also take the form of a merger, demerger, or spin-off, resulting in universal succession of the transferring business.

In public M&A transactions, consideration may take the form of cash, securities, or a combination of both, in accordance with Law 3461/2006. In the event of a mandatory tender offer, shareholders must always be given the option to receive cash for their shares. According to Law 3461/2006, in the event of a mandatory public offer, the consideration must be fair and equitable. Specifically, the cash offer price per share cannot be lower than:

• the average market price of the shares over the six months preceding the date on which the offerer became obligated to submit a public offer; and
• the highest price paid by the offerer or any person acting on its behalf or in concert with it for the same shares during the twelve months preceding that date.

According to Article 22 of Law 3461/2006, a public offer may not be made subject to any conditions, except for those explicitly included in the offer prospectus and relating to:

• the granting of required administrative licences or approvals; or
• the issuance of new securities offered as consideration.

Under Law 3461/2006, there is no requirement to enter into a transaction agreement for a takeover offer or business combination. Nonetheless, it is common where the transaction is recommended by the target’s board or involves multiple steps (eg, the pre-acquisition of a majority stake followed by a mandatory tender offer).

In public company takeovers, it is not customary for the target company itself to provide the bidder with extensive representations and warranties. This is due to the fact that the offer is made to all the company’s individual shareholders on identical terms rather than to the company itself and the bidder is required to base its evaluation of the target company’s risks on publicly available information and on the bidder’s own due diligence as permitted under securities laws. Also, the board of the target company is only obligated to provide declarations of accuracy regarding public disclosures and information fairness to the HCMC.

Under Greek law, an offerer making a voluntary tender offer must acquire all securities tendered, unless the offerer has specified a maximum number of securities it undertakes to accept. The offerer may also determine a minimum number of securities that must be tendered for the offer to become effective.

In Greece, squeeze-out of minority shareholders following a successful tender offer is governed by Law 3461/2006. An offerer that acquires at least 90% of the total voting rights of the target company through a tender offer covering all the target company’s securities can require the transfer of all remaining shares within three months following the end of the acceptance period, provided that the public offer prospectus included a relevant clause enabling the offerer to exercise its squeeze-out right. The consideration for the acquisition of the securities of the company being acquired must be in the same form as and at least equal to the consideration offered in the proposal.

In Greece, takeover offers cannot be conditional on the bidder obtaining financing. Information on the financing of a public offer is included in the public offer prospectus. Furthermore, in cases where the consideration offered in a public tender offer consists of cash, the offerer must submit confirmation that the offerer possesses the means to pay the total amount that may be payable in cash.

In Greece, deal protection measures are limited by the board neutrality rule under Law 3461/2006, which prevents the target company’s board from taking actions that may frustrate a competing offer once a takeover bid has been announced. Break-up fees may be stipulated in an agreement between the principal shareholders and the potential buyer, whereas force-the-vote provisions are not allowed.

In Greece, minority protection is strong, and corporate control must operate within the framework of Law 4548/2018, Law 3461/2006, and capital markets regulations overseen by the HCMC.

In friendly or pre-negotiated takeovers, it is common in Greece for the bidder to seek irrevocable undertakings from key or principal shareholders of the target company to tender their shares or support the offer.

However, because Greek Law 3461/2006 embodies the EU principle of equal treatment of shareholders and prohibits arrangements that frustrate competing offers or distort market fairness, these commitments must be transparent, limited in scope, and conditional.

Also, these are not automatic, and must be notified to the HCMC if they concern shareholders with significant stakes (5% or more of the voting rights) or materially influence the outcome of the offer.

The public offer prospectus must be approved by the HCMC within ten business days from the submission of a complete draft by the offerer.

The acceptance period begins with the publication of the public offer prospectus and may not be shorter than four weeks nor longer than eight weeks. The HCMC may, by decision issued upon the offerer’s request, extend the acceptance period by up to two additional weeks.

In Greece, privately held companies are most commonly acquired through share purchase agreements (SPAs) involving the acquisition of a percentage (up to 100%) of the existing shareholder’s share capital by the new shareholder. Prior to completion, a comprehensive due diligence process is typically conducted. This includes a legal and financial audit of the company’s contracts with third parties and shareholders, its financial condition, outstanding debts or obligations, and verification of whether the company has been dissolved or placed in liquidation.

Setting up a company in the energy and infrastructure sector in Greece follows the same general corporate procedures as establishing any other company. Nevertheless, the operation of an energy facility requires specific permits and is governed by sector-specific legislation, depending on the type of project.

The Regulatory Authority for Energy, Waste and Water (Rythmistikí Archí Apovlíton Enérgeias kai Ydáton, or RAAEY) is the main regulatory body supervising the energy market in Greece. RAAEY grants, modifies and revokes licences for the exercise of energy activities in accordance with energy law provisions. RAAEY also organises tenders and administers support and subsidy schemes within the energy market.

The HCMC is the primary securities market regulator for M&A transactions in Greece.

Law 5202/2025 introduced a national foreign direct investment (FDI) screening mechanism applicable only to specific companies operating in critical sectors such as the energy sector. Consequently, investments in infrastructure, assets, goods or services that are essential in the energy sectors and fall within the scope of the law are subject to screening provisions.

Apart from Law 5202/2025 for FDI that sets up the aforementioned screening regime (see 5.3 Restrictions on Foreign Investments) and Law 3959/2011 (the “Greek Competition Act”), there are no additional specific restrictions or considerations with regard to national security review or export control.

The only specific restrictions are for investors with a specific country of origin. These restrictions apply throughout the EU.

There may also be indirect restrictions. By way of example, connection to a tax haven can trigger export control scrutiny.

M&A in Greece are subject to antitrust control under the Greek Competition Act. Transactions that meet specific turnover thresholds must be notified to the Hellenic Competition Commission (HCC) prior to completion. Every concentration of undertakings must be notified to the HCC within 30 days of the conclusion of the agreement or the publication of the offer or exchange or the undertaking to acquire a holding that secures control of the undertaking, where the total turnover of all the undertakings participating in the concentration pursuant amounts to at least EUR150 million and at least two of the undertakings concerned have a combined aggregate turnover of more than EUR15 million in the Greek market.

The provisions of PD 178/2002, as in force in compliance with Council Directive 98/50/EC, include measures related to the protection of employees’ rights in cases of transfers of undertakings, businesses, or parts of undertakings. The aforementioned provisions may be considered applicable to any contractual or statutory transfer or merger of an undertaking, business, or part of a business or undertaking to another employer.

The relevant protective provisions are considered applicable to public and private undertakings engaged in economic activities, whether or not they are operating for gain. No exceptions for the energy sector can be observed.

Greece does not maintain any currency control regulations. No central bank approval is required for M&A transactions.

Decision 1533/2025, of the Greek Council of State ruled that Directive 2009/147/EC on the conservation of wild birds had been insufficiently transposed into Greek law. The ruling followed a preliminary reference to the ECJ (Case C-66/23), which clarified the obligations of EU member states under Directive 2009/147/EC.

The court found that the Joint Ministerial Decision Η.Π. 8353/276/Ε103/2012 established conservation measures only for the bird species for which each special protection area (SPA) was designated, instead of covering all protected species listed in Annex I of Directive 2009/147/EC and those migratory birds regularly present within each SPA. This limited approach was held to breach EU law, as each SPA must have specific conservation objectives and measures addressing all protected species and their habitats.

Consequently, although the existing ministerial decision remains temporarily in force, the Greek Council of State ruled that the competent ministers had failed to adopt the required comprehensive conservation measures and remitted the case for corrective regulatory action.

At the same time, the court upheld the remainder of the national framework, confirming that:

• the scientific basis of the 2012 decision was sound;
• the installation of renewable energy projects within SPAs is permissible under strict conditions; and
• the mitigation measures for bird protection ‒ such as automatic turbine shutdown systems, collision-avoidance mechanisms, and ornithological monitoring requirements ‒ are reasonable, proportionate, and consistent with EU law.

This decision is significant because it reaffirms the compatibility of renewable energy development with environmental protection, while strengthening Greece’s obligation to ensure full compliance with EU biodiversity law in the planning and permitting of energy projects.

One of the most significant legal developments in Greece’s renewable energy sector during the past three years has been the adoption of Law 5215/2025, introducing the country’s first comprehensive regulatory framework for hydrogen. This law marks a pivotal step in Greece’s energy transition by defining the permitting and certification process for green and low-carbon hydrogen through the HPC. It streamlines key permitting stages and facilitates the integration of hydrogen projects into the national energy system. Furthermore, the legislation includes provisions dedicated to infrastructure development, and anticipates the introduction of investment or operational support mechanisms.

The regime for disclosure of information in connection with a takeover offer for a listed company in Greece is principally governed by HCMC rules, including Law 3461/2006 and the general market-abuse/transparency framework, Law 3556/2007. The company proceeds to publicly mandated disclosure and must treat all shareholders of the same class equally.

There are no specific legal or regulatory restrictions in Greece that limit the conduct of due diligence on energy and infrastructure companies.

According to the provisions of Law 3461/2006, in both voluntary and mandatory offers, the offerer must first notify in writing the HCMC and the board of directors of the company being acquired. The offer must then be publicly announced on the Athens Exchange website and on the offerer’s website, no later than the next business day following the notification, and before the commencement of trading in the securities concerned.

The offerer must submit a draft prospectus both to the HCMC and the board of directors of the target company. The prospectus must be approved by the HCMC prior to publication, provided that its content complies with the applicable legal requirements.

If the consideration consists wholly or partly of securities, they must be admitted to trading on a regulated market in Greece or another EU/European Economic Area (EEA) regulated market, or the bidder must apply for such admission at the time of the offer.

Financial statements are generally submitted by the tenth day of the ninth month after the end of the financial year for private companies, and within six months following the end of the financial year for joint ventures. The law requires interim financial statements only in specific cases (eg, mergers by absorption or liquidation) and not for participation in a tender.

Financial statements must be prepared and submitted in a single set in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU.

When there is a cash offer, the bidder must demonstrate its financial capacity to pay the consideration in full.

If the bidder is a listed company in Greece or another EU member state, the financial statements must be prepared in accordance with the IFRS, and audited by certified auditors registered with the relevant authority.

If the bidder is not listed, the financial statements can be under Greek Accounting Standards or home-country Generally Accepted Accounting Principles, provided they are accompanied by auditor certification and translated into Greek or English for the HCMC.

The HCMC may request reconciliation with the IFRS if financial statements are not comparable.

File copies of the transactional documents need to be disclosed to respective authorities depending on the transaction. Also, proof of financial capacity and any supporting transactional documents must be filed. The merger agreement/deed, once executed, is filed with GEMI for registration and legal effect. Tax authorities are also notified respectively.

Principal directors in Greece have several duties during a business combination, including the following.

• Management of the company ‒ each member of the board of directors must manage the company’s affairs with a view to promoting the company’s interests, supervise the implementation of the decisions of the board of directors and the general meeting, and keep the other members of the board of directors informed of the company’s affairs.
• Fiduciary duty (duty of care and loyalty) ‒ members of the board of directors must manage the company’s affairs and business activities in a diligent and prudent manner and must refrain from acting in pursuit of self-interest and from exploiting their position in the company.
• Conflicts of interest – members of the board of directors have a duty of loyalty to the company. The prohibition of conflicts of interest constitutes a specification of the duty of loyalty owed by board members towards the company.
• Prohibition of competition – members of the board of directors who are involved in any way in the management of the company are prohibited from performing, without the permission of the general meeting, acts that fall within the scope of the company’s objectives (ie, competing with the company), either personally or on behalf of third parties.

According to Law 4706/2020, listed companies have an audit committee (as mandated by Article 44 of Law 4449/2017), a remuneration committee, and a nominations committee. The remuneration committee formulates proposals to the board on the company’s remuneration policy, determines remuneration for persons falling within the scope of the company’s remuneration policy, and determines the remuneration of the company’s senior executives – in particular, the head of the internal audit unit. The nomination committee identifies and proposes suitable candidates for board membership, following a procedure set out in the company’s internal regulation, and applies the criteria defined in the company’s fit-and-proper policy.

The board has a primary role in everything. Its duties depend on whether the transaction is a negotiated private deal or a public takeover offer. When a public takeover is formally announced, the board’s role becomes regulated and constrained by principles of neutrality and equal treatment under EU law. In big companies with many shareholders, litigations against resolutions of the board may occur.

In Greece, it is customary for directors to seek independent outside advice, both legal and financial, in connection with a takeover or business combination. There is no single provision in Greek law that mandates a “fairness opinion”; rather, several legal and regulatory provisions make independent professional advice effectively essential in practice.