The acquisition of Addiko Bank brought about a significant change

A significant shift has occurred in the takeover battle for Addiko Bank, a major financial institution based in Vienna. The board of directors initially favored the acquisition offer from Raiffeisen Bank International (RBI), despite the higher bid from Nova Ljubljanska Banka (NLB). However, this stance was recently revised, marking a pivotal moment in the ongoing competition between the two banks for control over Addiko. The situation began to take shape towards the end of May when the Addiko Board supported RBI's significantly lower takeover offer. This decision was justified on grounds of payment reliability, while the board did not recommend or discourage shareholders from accepting NLB’s offer. At the time, they highlighted concerns about NLB lacking guarantees that larger investors would purchase its shares and potential regulatory hurdles in Croatia. However, according to insights from a knowledgeable observer, these points were deemed irrelevant since the European Central Bank, rather than the Croatian one, holds the final say on such matters. Following NLB's increase of its takeover offer to 37 euros per share, RBI announced that shareholders holding more than 50 percent of Addiko's shares still support their bid. Under Austrian takeover law, shareholders who have accepted RBI's offer can revoke their acceptance within four trading days before the deadline of July 22 and opt for NLB's improved offer. However, last Friday, after NLB raised its bid again, the Addiko Board decided to change its initial position regarding RBI's offer. Considering the enhanced financial appeal of NLB's offer and additional conditions attached to RBI's proposal, the Addiko Board concluded that it would no longer explicitly recommend shareholders accept RBI's bid. Instead, the board stated that it would neither recommend nor advise against shareholders accepting or rejecting RBI's offer. Additionally, members of the Addiko management and supervisory board emphasized that they reserve the right to decide later whether and when to accept either RBI or NLB's offers, given the changed circumstances. NLB had previously attempted to acquire Addiko Bank two years ago, which operated under the name Hypo Alpe Adria until 2016 when it was restructured. That earlier bid of 22 euros per share was unsuccessful as only shareholders owning 36 percent of the shares accepted it, falling short of the required 75 percent threshold. In April, RBI announced a takeover price of 23.05 euros per share but increased it to 26.50 euros in May following NLB's announcement of a 29 euro offer. As of today, RBI has not adjusted its bid further. On the other hand, NLB initially offered 33.5 euros per share in early June and raised it slightly to 37 euros in the previous week, making its current offer approximately 40 percent higher than RBI's. The future trajectory of the takeover battle remains uncertain, especially considering Addiko's fragmented shareholder structure, where the largest shareholder owns just under ten percent of the shares. Serbian businessman Davor Macura, owner of the smaller Serbian bank Alta Bank, has agreed with RBI to sell around 30 percent of his Addiko shares. In addition to nearly ten percent owned by his Alt Group, he also holds four option rights to purchase an additional 19.96 percent of Addiko's shares. These options were set to expire on June 30, 2026, but were extended a few days ago. The implications of this extension could influence the dynamics of the takeover race, potentially altering the balance of power among competing bidders.