Slovenia’s largest bank, NLB, has failed in its attempt to acquire Austria’s Addiko Bank. The takeover bid fell short as only 36.4% of Addiko’s shareholders accepted NLB’s offer, significantly below the 75% threshold required for a successful acquisition, NLB announced on August 21.

In July, RTV SLO reported that the board of directors at Addiko Bank had responded favourably to NLB’s improved offer of €22 per share. Addiko Bank, which operates in Slovenia, Croatia, Bosnia & Herzegovina, Serbia, and Montenegro, had been a target for NLB since the Slovenian bank announced its intentions in early June.

The initial bid was set at €20 per share, but NLB later increased it to €22 per share, minus any future dividend payments, in a bid to attract more shareholders. The offer remained valid until August 16.

In a bourse filing, NLB stated that, according to the offer prospectus, the acquisition's success was conditional on at least 75% of Addiko’s shareholders accepting the bid.

This would have required declarations of acceptance for at least 14.6mn shares. However, by the deadline, only 7.1mn shares had been submitted, representing 36.39% of the total shares issued. As a result, NLB announced that the offer had failed, and there would be no settlement of the bid. The offer will not be extended, in line with Austrian takeover regulations.

“NLB proposed a transparent offer to all Addiko shareholders and sought to provide them with an opportunity to sell their shares under equal conditions at a fair price,” said the chairman of the board at NLB, Blaz Brodnjak.

“We understand and respect that not all shareholders saw it this way and did not accept the offer, although we remain convinced of the many advantages and strategic benefits of a potential merger between the two groups.”

Brodnjak expressed his gratitude to those who had supported the offer, including Addiko’s management and supervisory board. He reiterated NLB’s commitment to continuing its business development and pursuing new strategic opportunities, including other potential acquisitions.

Despite the setback, Brodnjak said NLB remains focused on strengthening its position in the region and exploring future growth prospects.