REG - Nova Ljubljanska - Press Release / Announcement pursuant to Sec 5 ATA

Nova Ljubljanska Banka dd LjubljanaAnnouncement

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RNS Number : 8972Z  Nova Ljubljanska Banka d.d.  09 April 2026

Nova Ljubljanska Banka d.d.

April 9, 2026

 

Press Release / Announcement pursuant to Sec 5 ATA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION, OR TO ANY PERSON, WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

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," commented Blaž Brodnjak, NLB's CEO. "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," he
added.

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/ (http://www.takeover.at/) ).

 

About Nova Ljubljanska banka d.d., Ljubljana:

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:

NLB Investor relations: ir@nlb.si (mailto:ir@nlb.si)

NLB Communications: pr@nlb.si (mailto:pr@nlb.si)

 

Important 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 illicit
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.

This announcement will be available on the company's website (www.nlbgroup.com
(http://www.nlbgroup.com/) ) as of 9 April 2026.

 

Investor Relations

NLB d.d., Ljubljana

 

 

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