Key Takeaways:
- Addiko Bank endorsed Raiffeisen's €26.50 bid over NLB's higher €29 offer
- NLB faces regulatory hurdles in Croatia and lacks major investor pledges
- Both offers run until July 22 with a 75% acceptance threshold
Back
Addiko endorses Raiffeisen's €26.50 bid over NLB's €29 offer
Addiko Bank backed a lower takeover bid from Raiffeisen Bank International, prioritizing deal certainty over price.
Addiko Bank endorsed Raiffeisen Bank International's €26.50-per-share takeover bid Wednesday, choosing deal certainty over a higher €29 offer from Slovenia's Nova Ljubljanska banka that faces regulatory hurdles in Croatia.
"The board determined that the Raiffeisen offer provides a more certain payout for shareholders, given the regulatory and shareholder support risks associated with the NLB bid," Addiko said in a statement.
NLB's bid values Addiko at €566 million, or €29 per share, a 9.4% premium to Raiffeisen's improved offer of €26.50 — itself raised from €23.05 earlier this month. Both offers require a 75% acceptance threshold, which may be lowered to 50%, and run until July 22.
The endorsement shifts the odds in Raiffeisen's favor in a contest that will determine control of Addiko's Austrian and Southeastern European banking operations. If Raiffeisen prevails, it would expand its footprint in the region at a time when Western banks are recalibrating exposure to Central and Eastern Europe.
Regulatory Hurdles Weigh on NLB's Bid
Addiko pointed to two specific risks in the NLB offer: the absence of pledged support from major NLB investors and unresolved regulatory approvals in Croatia, where both banks operate. The Croatian central bank has yet to signal whether it would clear a combination that would concentrate local market share, people familiar with the matter have said.
NLB, Slovenia's largest lender, has been expanding beyond its home market as it seeks to build a regional banking franchise. But its pursuit of Addiko has drawn scrutiny from competition authorities, who are assessing whether the deal would reduce lending options for consumers and businesses in Croatia.
Raiffeisen's Revised Offer Improves Odds
Raiffeisen raised its bid to €26.50 per share this month from an initial €23.05, narrowing the gap with NLB's offer while still trailing by nearly 10%. The Austrian lender, which is navigating its own regulatory challenges related to its Russian operations, has framed the Addiko acquisition as a strategic move to strengthen its core Central European business.
Addiko's board said it would neither recommend nor discourage shareholders from selling to NLB, leaving the final decision to investors. The neutral stance on the higher bid reflects the board's fiduciary duty while signaling its preference for Raiffeisen's more straightforward path to closing.
The outcome now hinges on whether NLB can secure the regulatory clearances and shareholder commitments it lacks before the July 22 deadline. If it fails, Raiffeisen's lower but cleaner offer becomes the default option for Addiko shareholders seeking an exit.
This article is for informational purposes only and does not constitute investment advice.
