Nova Ljubljanska banka d.d., Ljubljana ("NLB" or the "Bidder") hereby gives notice that the voluntary public takeover offer aimed at acquiring control over Addiko Bank AG ("Addiko") did not obtain a sufficient number of acceptance declarations.
On 13 May 2026, NLB launched an all-cash voluntary public takeover offer aimed at acquiring control over Addiko for all issued and outstanding Addiko shares (the "Offer").
Pursuant to the amended offer memorandum, completion of the Offer was conditional on, amongst other things, receipt of acceptance declarations that accounted for at least 50% + one share of all of Addiko’s issued shares. By the end of the Acceptance Period, a total of 6,087,353 Addiko shares had been tendered for sale to the Payment and Settlement Agent; this corresponds to 31,22 % of all issued Addiko shares. Settlement of the Offer will therefore not take place, and the Offer will not be extended pursuant to Section 19 para 3 Austrian Takeover Act.
NLB made a fully transparent, all-cash Offer to all Addiko shareholders at a superior 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. We also remain convinced of the value creation discipline: we set a price we believed was right for Addiko's shareholders and defensible for our own. We sincerely thank the shareholders who placed their trust in us, including Brandes Investment Partners, the European Bank for Reconstruction and Development, Wellington Management, and Johannes Proksch, Deputy Chairman of Addiko's Supervisory Board. To Addiko's employees, clients and partners: you have built a strong franchise across our shared region, and we wish you every success ahead. NLB now moves on with undiminished ambition. Our capital position remains strong, the resources we had allocated to this transaction remain available, and our strategy is unchanged: sustainable, profitable growth in Southeastern Europe, organically and where the terms are right through acquisition.
Keefe, Bruyette & Woods (a trading name of Stifel Nicolaus Europe Limited) acted as financial advisors to NLB. Schönherr Rechtsanwälte GmbH acted as NLB's Austrian legal advisor and representative and authorised recipient vis-à-vis the Takeover Commission (Übernahmekommission).
Additional information can be found at www.nlb.si.
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