Addiko board withdraws backing for RBI takeover bid after NLB raises offer

By bne IntelliNews July 1, 2026

Addiko Bank's management board has withdrawn its recommendation that shareholders accept Raiffeisen Bank International's (RBI) takeover offer after Slovenia's Nova Ljubljanska Banka (NLB) raised its competing bid, according to a statement published on the Austrian Takeover Commission’s website on June 26.

The Southeast Europe-focused lender said it no longer expressly recommends acceptance of RBI's offer and now recommends neither accepting nor rejecting either bid, after reviewing NLB's improved €37-per-share offer against RBI's €26.50-per-share proposal.

The decision marks a reversal from May, when the board recommended RBI's offer on the grounds that it appeared more likely to meet its 75% minimum acceptance threshold.

In its supplementary statement, the board said NLB's offer was financially more attractive, offering €10.50 more per share than RBI's bid. However, it stopped short of recommending shareholders accept the Slovenian bank's proposal because it remained uncertain whether the offer would satisfy its conditions, particularly the requirement to secure at least 75% shareholder acceptance by the July 22 deadline.

RBI said it had received acceptances for 9,890,151 Addiko shares, representing 50.72% of the bank's issued share capital, as of June 29, unchanged from the level reported a week earlier.

The total includes 1,878,167 shares, or 9.63% of Addiko, tendered by Serbia's Alta Group, which has agreed to support RBI's bid.

Under Austrian takeover rules, shareholders who accepted RBI's offer before NLB improved its bid on June 24 are entitled to withdraw their acceptances. But RBI said its payment and settlement agent had not received any withdrawal notices as of June 29.

The rival bids represent the latest chapter in a contest for the Vienna-listed lender, which operates in Croatia, Slovenia, Bosnia and Herzegovina, Serbia and Montenegro, serving around 900,000 customers.

RBI plans to retain Addiko's Croatian and Slovenian operations while selling its banks in Serbia, Bosnia and Herzegovina, and Montenegro to Serbia’s Alta Group, subject to the successful completion of its takeover offer and regulatory approvals.

NLB, meanwhile, has said it intends to integrate Addiko's banking operations in markets where the two groups overlap, while assessing the future of subsidiaries outside the European Union. The acquisition would also give NLB indirect entry into Croatia's banking market, where it currently operates only a leasing business.

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