Slovenia's largest lender, NLB (NLBR) said on August 3 that its voluntary public takeover offer for Austria-based Addiko Bank failed after it did not secure the minimum number of shareholder acceptances required for the transaction to proceed.
The unsuccessful bid comes after Austria's Raiffeisen Bank International (RBI) succeeded in securing a majority stake in Addiko through its competing takeover offer, effectively ending NLB's attempt to acquire control of the lender.
NLB launched the all-cash voluntary takeover offer on May 13, seeking to acquire control of Addiko. Under the amended offer terms, completion of the bid was conditional on receiving acceptance declarations representing at least 50% plus one share of Addiko's issued share capital.
By the end of the acceptance period, shareholders had tendered 6,087,353 Addiko shares, representing 31.22% of the bank's issued shares, well below the required threshold. As a result, the offer will not be settled and will not be extended under Austria's Takeover Act, NLB said in a bourse filing.
"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," NLB CEO Blaž Brodnjak said in a statement.
He added that the bank remained committed to its disciplined approach to acquisitions, saying NLB had offered a price it believed was fair both for Addiko shareholders and its own investors.
Brodnjak thanked shareholders who supported the bid, including Brandes Investment Partners, the European Bank for Reconstruction and Development (EBRD), Wellington Management and Johannes Proksch, deputy chairman of Addiko's supervisory board.
Despite the unsuccessful bid, Brodnjak said NLB's expansion strategy remains unchanged.
"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," he said.
RBI announced that, by the end of the acceptance period on July 29, it had received acceptances for 10,831,435 Addiko shares, representing 56.16% of the bank's outstanding shares, thereby exceeding the minimum acceptance threshold of more than 55% required for the offer to proceed.
The failed takeover brings an end to NLB's months-long attempt to acquire Addiko, a regional banking group focused on Southeast Europe.