"NLB currently holds no shares in Addiko and intends to acquire a significant majority shareholding in Addiko by launching the offer," the Slovenian lender said in a filing to the Ljubljana Stock Exchange on Wednesday.
NLB's takeover offer targets all issued and outstanding Addiko shares for a consideration of 20 euro ($21.75) per share on a cum dividend basis, the bank said.
The offered share price implies a premium of 22.15% compared to the six-month volume-weighted average share price of 16.37 euro. It also implies a premium of 4.99% compared to the stock market closing price as of May 15, 2024, the last trading day prior to NLB's announcement to launch a full takeover offer for Addiko and a premium of 32.01% compared to the closing share price of EUR 15.15 on March 22, 2024, the last closing share price prior to Agri Europe Cyprus Limited’s announcement on March 25, 2024 that it intended to launch a partial tender offer for shares in Addiko.
Pursuant to the Austrian Takeover Act, the takeover bid of Agri Europe Cyprus for a 17% stake in Addiko will be announced between May 13 and May 16, the Austrian takeover commission said last month. Agri Europe Cyprus is owned by Serbian businessman Miodrag Kostic.
Addiko Bank emerged from the eastern European business of failed Austrian lender Hypo Alpe Adria and was acquired by private equity firm Advent International and the European Bank for Reconstruction and Development (EBRD) in 2014. Addiko, which was listed on the Vienna Stock Exchange in 2019, is active in Bosnia and Herzegovina, Croatia, Montenegro, Serbia and Slovenia.
In early April, Alta Pay Group of Serbian businessman Davor Macura said it had bought 30% of Addiko Bank, planning to become one of the leading players in the banking sector in the former Yugoslavia.
In addition to providing NLB Group with greater scale and capability in four of its existing countries of presence - Slovenia, Serbia, Bosnia-Herzegovina, and Montenegro, the takeover of Addiko would enable NLB to enter neighbouring Croatia, which is the largest economy in this region, and the only one in which NLB is not currently present, NLB CEO, Blaz Brodnjak, said in the filing.
NLB said that provided that the memorandum for this bid is published in due course and Agri Europe Cyprus Limited launches the partial offer it has announced in March in accordance with the rules under the Austrian Takeover Act, NLB’s bid will qualify as a competing offer to the Agri partial tender offer. In such case, all Addiko shareholders that accept the Agri’s partial tender offer prior to the publication of the offer memorandum for the bid launched by NLB can withdraw from their respective declaration of acceptance for the Agri partial tender offer until four trading days prior to the end of the Agri partial tender offer acceptance period and tender their Addiko shares into the bid launched by NLB, it added.
Addiko says on its website that as of April 30, its largest single shareholder was Agri Europe Cyprus with 9.99%, followed by DDM Invest III AG (Switzerland) with 9.90%, Alta Pay Group with 9.63%, US-based Wellington Management Group LLP with 8.85% and EBRD with 8.40%.
Addiko's shares traded 4.99% higher at 20 euro by 13:24 CET on Thursday on the Vienna Stock Exchange. NLB’s shares traded 2.26% higher at 113 euro by the same time on the Ljubljana Stock Exchange.
