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Addiko Takeover Offer

Nova Ljubljanska banka d.d., Ljubljana launched an all-cash voluntary public takeover offer aimed to acquire control over Addiko Bank for all issued Addiko shares for a consideration of EUR 37.00 per Addiko share on a cum dividend basis. NLB’s Offer is superior financially to the competing offer, representing a 39.6% premium to the competing offer with a clear and transparent maximum payout for all shareholders, and with no contingent payments.

 

On July 15, 2026, the Austrian Takeover Commission approved the amendments to NLB’s Offer: the acceptance threshold will be lowered to 50% plus one share corresponding to 9,750,001 Addiko shares. Furthermore, the acceptance period will be extended to Wednesday, 29 July 2026.

 

Important: following the extension of the acceptance period, shareholders who already accepted the competing offer will be entitled to revoke their respective acceptance declarations until Thursday, 23 July 2026 and tender their shares into NLB's Offer. This is particularly relevant given that the ATC has acknowledged the NLB Offer to be an improvement to the existing offer.

 

NLB is actively and constructively cooperating with the relevant regulatory authorities. Furthermore, the Offer already received merger control clearance in Serbia, Austria and North Macedonia.

Availability of the Offering Memorandum published on 17 July 2026
The Offering Memorandum as of 17 July 2026 is published at:

Key Terms of the Offer

BidderNova Ljubljanska banka d.d., Ljubljana, Slovenia
Target CompanyAddiko Bank AG, Vienna, Austria | Vienna Stock Exchange, ISIN AT000ADDIKO0
(Increased) Offer PriceEUR 37.00 per Addiko Share (cum dividend), payable in cash
Subject of the Offer19,500,000 no-par value ordinary bearer shares (100% of issued share capital)
Minimum Acceptance Threshold50% plus one share (9,750,001 Addiko Shares)
Acceptance Period13 May 2026 – 29 July 2026, 17:00 CET
Conditions PrecedentMinimum Acceptance Threshold; merger control clearance; banking regulatory clearance in relevant jurisdictions (ownership control proceedings); no material adverse change; no significant Euro Stoxx Banks Index decline; no significant compliance breach
Long Stop Date31 May 2027
Payment & Settlement AgentErste Group Bank AG, Am Belvedere 1, 1100 Vienna
ISINsAddiko Shares: AT000ADDIKO0 | Tendered (Acceptance Period): AT0000A3UDF5 | Tendered (Additional Acceptance Period): AT0000A3UDG3
Availability of the Offering Memorandum published on 24 June 2026
The Offering Memorandum as of 24 June 2026 is published at:
Availability of the Offering Memorandum published on 11 June 2026
The Offering Memorandum as of 11 June 2026 is published at:
Availability of the Offering Memorandum published on 13 May 2026
The initial Offering Memorandum as of 13 May 2026 is published at:

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