NLB PUBLISHES RESULTS OF THE VOLUNTARY
PUBLIC TAKEOVER OFFER TO ACQUIRE CONTROL OVER ADDIKO BANK
AG
Pursuant to
the rules of the Ljubljana Stock Exchange, d.d., Ljubljana and the
applicable legislation, Nova Ljubljanska banka, d.d., Ljubljana
("NLB") hereby announces that the voluntary public takeover offer aimed
to acquire control over Addiko Bank AG ("Addiko") did not obtain a
sufficient number of acceptance declarations.
On 7 June 2024, NLB launched an all-cash
voluntary public takeover offer aimed at acquiring control over
Addiko for all issued and outstanding Addiko shares (the
"Offer"). The acceptance
period for the Offered ended at 17:00 CET on 16 August 2024.
Pursuant to the offer memorandum, completion of the
Offer was conditional on, amongst other things, receipt of
acceptance declarations that accounted for at at least 75% of
Addiko's issued shares. NLB therefore had to receive declarations
of acceptance for at least 14,625,000 shares by the end of the
Acceptance Period. Following completion of procedures by
custodians, based on the results provided by the Payment and
Settlement Agent, NLB announces that this condition was not
satisfied and that the Offer was not successful. By the end of the
Acceptance Period, a total of 7,096,224 Addiko shares
had been tendered for sale to the Payment and Settlement Agent;
this corresponds to 36.39 % of all issued Addiko
shares. Settlement of the Offer will therefore not take place
and the Offer will not be extended pursuant to Section 19 para 3
Austrian Takeover Act.
"NLB made a transparent offer to all Addiko
shareholders and tried to enable them to tender their shares under
the same conditions and at a suitable 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. Nevertheless, we would like to thank
the shareholders that have supported our offer, especially Addiko's
Management and Supervisory Boards, for the opportunity and
sincerely wish all stakeholders, including talents, many personal
and business successes," commented NLB's CEO Blaž Brodnjak, adding: "NLB remains
committed to further business development and delivering of its new
business strategy, including possible other takeover
opportunities," he added.
In May 2024, NLB revealed its new business
strategy that foresees doubling of NLB Group's balance sheet,
revenues, and profit by 2030, with inorganic growth, banking and
non-banking, supporting this ambition, however, not being crucial
to its delivery. NLB has pointed out numerous times that it is
closely monitoring and constantly assessing developments in its
home region, South-eastern Europe, and would not shy away from
analysing and addressing eventual value accretive opportunities
also for M&A-based growth.
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 the South-eastern European region.
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 20 August 2024, NLB
had an equity market capitalisation of EUR 2.5 billion.
As at 30 June 2024, the NLB Group had 408
branches, 2.9 million active customers, total assets of EUR 26,614
million, net customer loans of EUR 14,399 million, customer
deposits of EUR 20,694 million and shareholders' equity of EUR
3,081 million.
NLB is one of the 113 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. Almost 40% of NLB's assets
relate to its operations outside of Slovenia.
Since 2020, NLB has successfully completed two
material acquisitions in the banking sector, namely Komercijalna
Banka in Serbia in 2020 and Sberbank Slovenia (later named "N
Banka") in 2022. Both of these banks were successfully integrated
into NLB Group, with Komercijalna Banka being merged with NLB Banka
Beograd to NLB Komercijalna Banka and N Banka fully integrated into
NLB. In November 2023, NLB entered into an agreement to acquire a
100% shareholding in SLS HOLDCO, holdinška družba, the parent
company of Summit Leasing Slovenija and its Croatian subsidiary,
Mobil Leasing. On 8 August 2024, NLB announced that all regulatory
approvals had been obtained for this transaction, which is expected
to be completed in mid-September 2024.
Additional information can be found at
www.nlb.si.
Deloitte svetovanje d.o.o. 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:
oj@nlb.si
Important note:
This announcement is a made in line with the Austrian
Takeover Act ("ATA") and is
neither an offer to purchase nor a solicitation to sell securities
in Addiko Bank AG.
Investor Relations
