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| Date | 24 Jun 2026 |
| Time | 07:00:03 |
| Category | Capital structure |
| ID | 4693J |
Nova Ljubljanska Banka d.d.
June 24, 2026
Publication of the Amendment to the Offering Memorandum - Improvement of the Voluntary Public Takeover Offer for Addiko Bank AG
Pursuant to the provisions of the Rules of the Stock Exchange, Article 17 of the Regulation (EU) No. 596/2014, and Article 130 of the Market in Financial Instruments Act (ZTFI-1), Nova Ljubljanska banka, d.d., Ljubljana with registered office: Trg republike 2, 1000 Ljubljana, hereby publishes the following notice:
Nova Ljubljanska banka d.d., Ljubljana ("NLB" or the "Bidder") hereby gives notice that, pursuant to Section 15 in connection with Section 25a of the Austrian Takeover Act (Übernahmegesetz, "ATA"), it has today published the amendment to the offering memorandum (Angebotsunterlage) in connection with the improvement of the Offer Price under the voluntary public takeover offer aimed at acquiring control of Addiko Bank AG ("Addiko" or the "Target"), an Austrian-listed bank operating across five CSEE markets (Austria, Croatia, Slovenia, Bosnia & Herzegovina, Serbia and Montenegro) (the "Offer").
The improvement of the Offer consists of an increase of the Offer Price to EUR 37.00 per Addiko Share (cum dividend).
Addiko Shareholders who have already accepted the competing offer launched by Raiffeisen Bank International AG are again entitled to revoke their respective acceptance declarations until no later than four trading days before the end of the Acceptance Period and tender their shares into NLB's Offer.
NLB is actively and constructively cooperating with the relevant regulatory authorities. As part of this process, the NLB has already obtained clearances from three competition authorities (Austria, North Macedonia and Serbia), demonstrating tangible progress in fulfilling the conditions for successful completion of the transaction. The ongoing dialogue with regulators remains transparent and proactive, supporting our continued efforts to meet all necessary conditions in a timely manner.
Key Terms of the Offer
|
Bidder |
Nova Ljubljanska banka d.d., Ljubljana, Slovenia |
|
Target Company |
Addiko Bank AG, Vienna, Austria | Vienna Stock Exchange, ISIN AT000ADDIKO0 |
|
(Increased) Offer Price |
EUR 37.00 per Addiko Share (cum dividend), payable in cash |
|
Subject of the Offer |
19,500,000 no-par value ordinary bearer shares (100% of issued share capital) |
|
Minimum Acceptance Threshold |
75% of total voting rights (14,465,357 Addiko Shares) |
|
Acceptance Period |
13 May 2026 - 22 July 2026, 17:00 CET |
|
Additional Acceptance Period |
27 July 2026 - 27 October 2026, 17:00 CET (if Conditions Precedent fulfilled at end of Acceptance Period) |
|
Conditions Precedent |
Minimum Acceptance Threshold; merger control clearance; banking regulatory clearance in relevant jurisdictions (ownership control proceedings); no material adverse change; no significant Euro Stoxx Banks Index decline; no significant compliance breach |
|
Long Stop Date |
31 May 2027 |
|
Payment & Settlement Agent |
Erste Group Bank AG, Am Belvedere 1, 1100 Vienna |
|
ISINs |
Addiko Shares: AT000ADDIKO0 | Tendered (Acceptance Period): AT0000A3UDF5 | Tendered (Additional Acceptance Period): AT0000A3UDG3 |
Availability of the amendment to the Offering Memorandum
The amendment to the offering memorandum has been approved by the Austrian Takeover Commission (Österreichische Übernahmekommission) and is available at:
Amendment to the Offering Memorandum (English): LINK
Verbesserter Angebotsunterlage (Deutsch - binding): LINK
|
IMPORTANT NOTICE TO INVESTORS EACH INVESTOR IS STRONGLY URGED TO CAREFULLY READ THE OFFERING MEMORANDUM AND THE AMENDMENT TO THE OFFERING MEMORANDUM IN ITS ENTIRETY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER. The offering memorandum and the amendment to the offering memorandum contain important information about the terms and conditions of the Offer, the Conditions Precedent, risks associated with the transaction, tax considerations, and procedural requirements for acceptance. In case of doubt, investors should seek independent financial, legal or tax advice. |
Important Notice
This announcement has been made pursuant to applicable Slovenian capital market regulations and is published for information purposes only. It does not constitute an offer to acquire, or an invitation to sell, securities in any jurisdiction, and should not be relied upon as the basis for any investment decision. This announcement is not a prospectus.
This announcement will be available on NLB's website (www.nlbgroup.com) as of 24 June 2026.
Investor Relations
NLB d.d., Ljubljana