Pursuant to the Rules of the Ljubljana Stock Exchange and Article 158 of the Market in Financial Instruments Act, relating to the Article 17 of the Regulation (EU) No 596/2014 Nova Ljubljanska banka d.d., Ljubljana, Trg republike 2, 1000 Ljubljana announces its intention to launch a voluntary public takeover offer aimed to acquire control over Addiko Bank AG ("Addiko").
Nova Ljubljanska banka d.d., Ljubljana ("NLB") announces its intention to launch an all-cash voluntary public takeover offer aimed to acquire control over Addiko Bank for all issued Addiko shares (the "Offer") for a consideration of EUR 29.00 per Addiko share on a cum dividend basis ("Share Offer Price").
NLB currently holds no shares in Addiko and intends to acquire a significant majority shareholding in Addiko by launching the Offer.
The Share Offer Price of EUR 29.00 represents a highly attractive price for Addiko's shareholders relative to other indications and would fully resolve the uncertainties related to Addiko’s shareholder structure.
The Share Offer Price implies a premium of 25.8% compared to the six-month volume-weighted average share price of EUR 23.05 as at the close of business on 8 April 2026. It also implies a premium of 11.6% compared to the stock market closing price as of 8 April 2026 and a premium of 25.8% compared to the price indicated in Raiffeisen Bank International AG’s (“RBI”) announcement on 8 April 2026 indicating its intention to launch a voluntary tender offer for shares in Addiko.
Following NLB’s voluntary tender offer for Addiko shares in 2024, we have been monitoring Addiko’s development. We continue to believe that Addiko represents a compelling and strategic acquisition opportunity given its capabilities in the consumer finance and SME segments of the market, as well as due to its digital delivery framework – all of which is highly complementary to NLB Group’s own universal banking model and could support our strategic priorities. We have therefore decided to present Addiko shareholders with, in our opinion, a highly attractive offer, that is, furthermore, also in the interests of other stakeholders, including Addiko’s, customers, management, and employees. If successful, Addiko’s customers would benefit from having access to the product and service capabilities of the largest banking group headquartered and strategically focused in the Southeastern European region; while its talents would continue to be appreciated and relied on, as NLB believes that the ongoing participation of key talent is essential for the preservation of the value and advantages identified in the business model of Addiko. We very much hope that we will be successful in welcoming them to the NLB family.
The transaction would be expected to be materially earnings accretive from the second full year of acquisition, with a broadly neutral impact in the first year. As at the end of 2025, Addiko had risk weighted assets of EUR 3.9 billion, within NLB’s indicated capacity of c. EUR 4 billion for acquisitions.
While NLB intends to integrate all of Addiko’s banking subsidiaries with its own operations in the five overlapping markets, it will undertake a cost benefit evaluation for integrating Addiko’s subsidiaries outside of the European Union. In the event that NLB concludes that it would be beneficial to divest any such subsidiary, the sale price will at least correspond to the fair market value of the subsidiary being sold.
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.
The offer memorandum with all necessary enclosures, including the expert statement to the Austrian Takeover Commission, will be filed with the Austrian Takeover Commission in due course and NLB plans to publish the offer memorandum in line with the Austrian Takeover Act following review and non-prohibition of the offer memorandum by the Austrian Takeover Commission. Details on the contents and scope of the Offer, including the minimum acceptance threshold, the offer period and the procedures for accepting the Offer, will be set out in the offer memorandum. The offer memorandum will be made available online at www.nlbgroup.com, as well as on the websites of Addiko (https://www.addiko.com/) and the Austrian Takeover Commission (www.takeover.at/).
NLB, along with its consolidated subsidiaries and affiliates (collectively, the "NLB Group"), is the largest banking and financial group in Slovenia and the largest financial group to be ultimately headquartered in its home region of Southeastern Europe. NLB's corporate seat is in Ljubljana and its registered office is Trg Republike 2, 1000 Ljubljana, Republic of Slovenia.
NLB's shares are listed on the Prime Market of the Ljubljana Stock Exchange and global depositary receipts representing shares are listed on the Main Market of the London Stock Exchange. As at the close of business on 8 April 2026, NLB had an equity market capitalisation of EUR 4.38 billion.
As at 31 December 2025, the NLB Group had 381 branches, c. 3.0 million active customers, total assets of EUR 31,475 million, net customer loans of EUR 18,706 million, customer deposits of EUR 24,510 million and shareholders' equity of EUR 3,782 million. As at the same date, the NLB Group had a total capital ratio of 20.1% and a CET1 ratio of 15.5%
NLB is one of the 112 systemic banks supervised by the European Central Bank.
In addition to its presence in Slovenia, NLB currently has banking operations in five other countries, namely Bosnia & Herzegovina (operating via two banks), Montenegro, Kosovo, North Macedonia and Serbia, as well as a leasing business in Croatia.
NLB has a successful track record of using inorganic growth as an effective means to accelerate delivery of its growth strategy in its home region. Since 2020, NLB has successfully completed two material acquisitions in the banking sector, namely Komercijalna Banka, at the time the fourth largest bank in Serbia when measured by assets, in 2020, and Sberbank Slovenia in 2022. In September 2024, NLB acquired a 100% shareholding in SLS HOLDCO, holdinška družba, the parent company of Summit Leasing Slovenija and its Croatian subsidiary, Mobil Leasing.
Additional information can be found at www.nlbgroup.com.
Keefe, Bruyette & Woods (a trading name of Stifel Nicolaus Europe Limited) acts as financial advisors to NLB. Schönherr Rechtsanwälte GmbH is NLB's Austrian legal advisor and representative and authorized recipient vis à vis the Takeover Commission (Übernahmekommission).
Inquiry note:
This announcement is made pursuant to Section 5 para 3 of the Austrian Takeover Act ("ATA") and is neither an offer to purchase nor a solicitation to sell securities in Addiko Bank AG. The final terms and conditions of the Offer will be published in the offer memorandum in accordance with the ATA once the Austrian Takeover Commission will neither have prohibited the publication of the offer memorandum nor have prohibited the implementation of the Offer. The offer memorandum and all other documents in connection with the Offer will contain important information, investors and holders of shares in Addiko Bank AG are strongly advised to review them.
The Offer will be made exclusively on the basis of the applicable provisions of Austrian and EU law and in accordance with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. Subject to the exceptions described in the offer memorandum and any exceptions granted by competent regulatory authorities, the Offer will not be made, directly or indirectly, in or into Australia, Canada, Hong Kong, New Zealand, South Africa or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to holders of shares of Addiko Bank AG in that jurisdiction (together, the "Restricted Jurisdictions") by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of a Restricted Jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, a Restricted Jurisdiction.
Accordingly, this announcement or any documentation relating to the Offer are not being and should not be, directly or indirectly, sent, mailed or otherwise distributed or forwarded in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this announcement, the offer memorandum, any related documentation including but not limited to forms of acceptance must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Accordingly, no announcements, approvals or authorizations for the Offer have been made, arranged for or granted outside Austria.
Holders of securities of Addiko Bank AG should not rely on the investor protection laws of any jurisdiction other than Austria, including the EU legal acts. NLB therefore assumes no responsibility for compliance with laws other than Austrian law or applicable in Austria in respect of the Offer.
To the extent permissible under applicable law or regulation, NLB and persons acting on its behalf may purchase, or conclude agreements to purchase, shares in Addiko Bank AG, directly or indirectly, or enter into derivative transactions with respect to the shares in Addiko Bank AG, outside of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Addiko Bank AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be dis-closed as required by law or regulation in Austria or any other relevant jurisdiction.
Statements in this notification relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of NLB. Any such forward-looking statements speak only as of the date on which they are made and NLB has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
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