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

Nova Ljubljanska Banka dd LjubljanaAnnouncement

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RNS Number : 5075G  Nova Ljubljanska Banka d.d.  01 June 2026

Nova Ljubljanska Banka d.d.

June 1, 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 increase the price per
share to EUR 33.50 in its voluntary public takeover offer aimed to acquire
control over Addiko Bank AG ("Addiko").

Nova Ljubljanska banka d.d., Ljubljana ("NLB") announces its intention to
increase the price per share in its all-cash voluntary public takeover offer
aimed to acquire control over Addiko for all issued Addiko shares (the
"Offer") published on 13 May 2026, to a consideration of EUR 33.50 per
Addiko share on a cum dividend basis (the "Share Offer Price"). NLB's
increased Share Offer Price will be materially higher than the competing
offer, whilst also providing Addiko shareholders with clarity and certainty as
to the consideration that would be payable.

The increased Share Offer Price will represent a highly attractive price for
Addiko's shareholders relative to other indications:

-     a premium of 30.0% compared to the six-month volume-weighted
average share price of EUR 25.78 as at the close of business on 29 May 2026.

-     a premium of 26.4% compared to the stock market closing price as of
29 May 2026; and

-     a premium of 26.4% compared to the price offered in Raiffeisen Bank
International AG's ("RBI") voluntary public takeover offer published on 14 May
2026 ("RBI Offer") aimed at acquiring control over Addiko.

The NLB Offer provides a fully transparent structure without any contingent or
subsequent additional payments to shareholders. Considering NLB's M&A
track record, NLB is confident that it will be able to obtain the necessary
approvals from all regulators in a timely manner, including the European
Central Bank ("ECB") under the Single Supervisory Mechanism ("SSM").
 Austria, Slovenia and Croatia are part of the SSM and each of NLB and Addiko
is directly supervised by the ECB.  NLB is confident that the respective
Joint Supervisory Teams will impartially assess all circumstances in
accordance with due process and can foresee no reason under prevailing
regulations as to why approvals  not be granted.

Blaž Brodnjak, NLB CEO: "The pricing of NLB's offer is easy to understand and
can be fully quantified as there are no contingent payments that may or may
not become payable. Compared with the competing offer, NLB has already offered
a more attractive price to date, which has also been recognized by the Addiko
Management Board. Following the intended increase, our offer will be even more
attractive. Based on all activities and discussions with the relevant
regulators over the past more than two years, the NLB Group expects to obtain
all necessary regulatory approvals in a timely manner, including from the ECB,
which would assess all circumstances objectively." He added: "The substantial
majority of Addiko's shareholders have yet to indicate their intentions for
tendering shares. Each of them should independently assess the proposed NLB
Offer and make their own decision. We remain confident that our offer clearly
reflects the long-‑term value and prospects of Addiko Bank."

NLB Offer

We would highlight that NLB's Offer's is straightforward both in terms of
structure and consideration, which would to be paid in full on closing.

NLB understands that Alta Pay has announced the intention to tender its 9.63%
shareholding in Addiko to the competing offer, but no binding commitment
exists, and no tender has yet been made.

NLB currently holds no shares in Addiko. The other key Offer terms remain
unchanged.  The completion of the Offer remains subject to obtaining a 75% of
voting rights based on the number of issued and outstanding Addiko shares,
clearances from the relevant banking and merger control authorities as well
as further customary market closing conditions as already published in the
Offer.

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. The offer memorandum and the amended 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/) ).

Following the increase in Share Offer Price, the transaction would still 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.

 

 

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 29 May
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 111 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 (that is regulated by HANFA, the Croatian Financial
Services Supervisory Agency).

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

NLB Communications: 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 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 1 June 2026.

Investor Relations

NLB d.d., Ljubljana

 

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