The Slovenia Times

NLB mounting attempt to acquire Addiko Bank

NLB bank headquarters with Republic Square in the foreground. Photo: Nebojša Tejić/STA

Slovenia's NLB bank has announced its intention to launch a voluntary public takeover bid aimed to acquire control of the Austrian Addiko Bank. Its bid will rival that of Agri Europe, a Serbian-owned group.

Announcing its intention on the website of the Ljubljana Stock Exchange late on 15 May, NLB said it will offer €20 per share on a cum dividend basis, an offer aimed at all issued and outstanding Addiko shares.

Just hours later, Agri Europe, a company owned by Serbian businessman Miodrag Kostić, which controls Gorenjska Banka in Slovenia, published its bid to buy a 17% stake in Addiko Bank, offering €16.24 gross on a cum dividend basis.

NLB currently holds no shares in Addiko but intends to acquire a significant majority shareholding in the Vienna-based bank, which evolved from the East-European part of the now defunct Hypo Alpe Adria bank.

Meanwhile, Agri now holds 9.99% of all shares in Addiko, planning to increase its shareholding to no more than 29.99%, according to the notice on the holding's website.

"The share offer price implies a premium of 22.15% compared to the six-month volume-weighted average share price of €16.37," NLB said in its announcement.

"It also implies a premium of 4.99% compared to the stock market closing price as of 15 May 2024, the last trading day prior to NLB's announcement to launch a full takeover offer for Addiko and a premium of 32.01% compared to the closing share price of €15.15 on 22 March 2024, the last closing share price prior to Agri Europe Cyprus Limited's announcement on 25 March 2024 that it intended to launch a partial tender offer for shares in Addiko," the filing reads.

The completion of the offer will be subject to obtaining a significant majority shareholding in Addiko, clearances from the relevant banking and merger control authorities as well as further customary market closing conditions.

Details on the contents and scope of the offer will be set out in the memorandum to be filed with the Austrian Takeover Commission.

"NLB has been impressed by the development of Addiko Group's capabilities as a specialist consumer and SME bank, with an increasingly important digital delivery model. We believe that these capabilities would meaningfully complement NLB's universal banking model and accelerate the delivery of our ambitions that we recently communicated as part of our strategy 2030," NLB CEO Blaž Brodnjak was quoted as saying.

In addition to providing NLB Group with greater scale and capability in Slovenia, Serbia, Bosnia-Herzegovina and Montenegro, Addiko would add Croatia to the list, the only market in the region that NLB is not currently present in.

Last year, NLB acquired the parent company of Summit Leasing Slovenia, which is also present in Croatia.

NLB said its takeover offer for Addiko would rival Agri's. "In this case, all Addiko shareholders who accepted Agri's offer prior to the publication of the takeover documentation by NLB may, no later than four trading days prior to the expiry of the extended acceptance period, withdraw from Agri's offer and accept NLB's offer of €20 per share," NLB said.

At the end of March, Serbian businessman Davor Macura, who runs the Alta Pay Group, also bought a 9.63% stake in Addiko Bank. At the beginning of April, he announced his intention to increase his stake to around 30% through option contracts.

Addiko Bank shares are listed on the Vienna Stock Exchange. Ownership is highly diversified. In addition to Agri Europe and Alta Pay Group, major shareholders include DDM Invest III, Wellington Management Group, the European Bank for Reconstruction and Development, Dr. Jelitzka + Partner Gesellschaft für Immobilienberatung und -verwertungWinegg Realitäten, Winegg Realitäten and others.


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