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Pursuant to the provisions of the Rules of the Stock Exchange, Article 17 of the Regulation (EU) No. 596/2014, and Article 130 of the Market in Financial Instruments Act (ZTFI-1), Nova Ljubljanska banka, d.d., Ljubljana with registered office: Trg republike 2, 1000 Ljubljana, hereby publishes the following notice:
Nova Ljubljanska banka d.d., Ljubljana (“NLB” or the “Bidder”) hereby gives notice that, pursuant to Section 25a of the Austrian Takeover Act (Übernahmegesetz, “ATA”), it has today published the Offering Memorandum (Angebotsunterlage) for its voluntary public takeover offer aimed at acquiring control of Addiko Bank AG (“Addiko” or the “Target”), an Austrian-listed bank operating across five CSEE markets (Austria, Croatia, Slovenia, Bosnia & Herzegovina, Serbia and Montenegro). The publication of the Offering Memorandum marks the commencement of the Acceptance Period.
Key Terms of the Offer
| Bidder | Nova Ljubljanska banka d.d., Ljubljana, Slovenia |
| Target Company | Addiko Bank AG, Vienna, Austria | Vienna Stock Exchange, ISIN AT000ADDIKO0 |
| Offer Price | EUR 29.00 per Addiko Share (cum dividend, FY2025), payable in cash |
| Subject of the Offer | 19,500,000 no-par value ordinary bearer shares (100% of issued share capital) |
| Minimum Acceptance Threshold | 75% of total voting rights (14,465,357 Addiko Shares) |
| Acceptance Period | 13 May 2026 – 22 July 2026, 17:00 CET |
| Additional Acceptance Period | 27 July 2026 – 27 October 2026, 17:00 CET (if Conditions Precedent fulfilled at end of Acceptance Period) |
| Conditions Precedent | Minimum acceptance threshold; merger control clearance; banking regulatory clearance (including ECB ownership control proceedings); no material adverse change; no significant Euro Stoxx Banks Index decline; no significant compliance breach |
| Long Stop Date | 31 May 2027 |
| Payment & Settlement Agent | Erste Group Bank AG, Am Belvedere 1, 1100 Vienna |
| ISINs | Addiko Shares: AT000ADDIKO0 | Tendered (Acceptance Period): AT0000A3UDF5 | Tendered (Additional Acceptance Period): AT0000A3UDG3 |
The publication of the Offering Memorandum marks the commencement of the Acceptance Period. Addiko Shareholders wishing to accept the Offer should contact their Custodian Bank no later than three (3) Trading Days prior to expiry of the Acceptance Period.
Availability of the Offering Memorandum
The Offering Memorandum has been approved by the Austrian Takeover Commission (Österreichische Übernahmekommission) and is available at:
Offering Memorandum (English): LINK
Angebotsunterlage (Deutsch — binding): LINK
IMPORTANT NOTICE TO INVESTORS EACH INVESTOR IS STRONGLY URGED TO CAREFULLY READ THE OFFERING MEMORANDUM IN ITS ENTIRETY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER. The Offering Memorandum contains important information about the terms and conditions of the Offer, the Conditions Precedent, risks associated with the transaction, tax considerations, and procedural requirements for acceptance. Acceptance of the Offer without having read the Offering Memorandum in full is made at the investor's own risk. In case of doubt, investors should seek independent financial, legal or tax advice. |
Important Notice
This announcement has been made pursuant to applicable Slovenian capital market regulations and is published for information purposes only. It does not constitute an offer to acquire, or an invitation to sell, securities in any jurisdiction, and should not be relied upon as the basis for any investment decision. This announcement is not a prospectus.
For Further Information: NLB Investor Relations | ir@nlb.si
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