NLB bid to take over Austrian bank unsuccessful
NLB, Slovenia's largest bank, has not succeeded with its bid to acquire the Vienna-based Addiko Bank. Shareholders owning only 36.4% of Addiko stock accepted its offer, well below the 75% success threshold.
"Settlement of the offer will therefore not take place and the offer will not be extended pursuant to ... the Austrian Takeover Act," the bank said on 20 August.
NLB had offered €22 per share for Addiko, a premium of 34.4% compared to the weighted average of the stock market price of the last six months, valuing the entire Addiko Bank at EUR 429 million.
"NLB made a transparent offer ... at a suitable price. We understand and respect that not all shareholders assessed the offer as such and did not accept it, although we remain convinced that many advantages and strategic benefits of the possible connection of the two groups remain unchanged," NLB CEO Blaž Brodnjak said.
The outcome is not surprising given that Addiko Bank has a very dispersed ownership structure with no single shareholder holding more than 10% of the stock, and that a rival albeit much lower bid had been made in May by the Serbian businessman Miodrag Kostić, who already owns a tenth of the bank.
Things became even more complicated after the European Central Bank recently revoked the voting rights of two Serbian firms, Alta Pay and Diplomat Pay, which had amassed a combined 19.6% stake.
The European Central Bank suspects they are acting in concert and their voting rights will remain suspended until it has clarified whether or not their actions constitute a breach of Austrian banking law.
Despite the failed bid, Brodnjak said that NLB remained "committed to further business development and delivering of its new business strategy, including possible other takeover opportunities".
"NLB has pointed out numerous times that it is closely monitoring and constantly assessing developments in its home region, Southeast Europe, and would not shy away from analysing and addressing eventual value accretive opportunities also for M&A-based growth," the bank's press release reads.
Addiko Bank, the successor to the defunct Hypo Alpe Adria Bank, is present in Slovenia, Croatia, Bosnia-Herzegovina, Serbia and Montenegro, which are also the key markets for NLB.
The takeover bid was seen as a way for NLB to significantly increase its market shares in the region. Most importantly, it would have given NLB a foothold in Croatia, where it does not have a bank presence yet, although it recently acquired a leasing business.
Under Austrian law, NLB cannot make another bid for Addiko for a year.