Raiffeisen Clinches Addiko Control as Tender Clears 56.2%

Deal Status

Raiffeisen Bank International AG looks set to accomplish what other bidders have been unable to do for years: gain control of Addiko Bank, the listed lender focused on consumers in the Balkans.

On Monday, the Vienna-based lender said it had received tenders representing 56.2% of Addiko's shareholders, clearing the 55% acceptance threshold required for its €26.50-per-share bid to succeed. At that price, the deal is worth €517 million ($596 million), remains subject to regulatory approval, and investors have until Nov. 3 to tender their shares.

NLB, Slovenia's largest lender, had countered with a €37-per-share offer and won support from 31.2% of Addiko investors. In a separate announcement, NLB said it was withdrawing its proposal, although it insisted the bid had "many advantages and strategic benefits."

The latest market data showed Addiko Bank AG unchanged at €26.60 and Raiffeisen Bank International AG up 1.94% at €60.55.

A Hard-Won Campaign

Addiko's roots go back to Austria's biggest banking failure. Hypo Alpe Adria Bank was bailed out in 2009, and the operation was carved out as a "good bank" in a rescue that ultimately cost taxpayers €5.5 billion. Since then, Addiko has become a niche lender concentrating on payments and consumer lending in southeastern Europe.

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After its restructuring, Addiko drew repeated takeover interest. In 2024, NLB and a Serbian bidder each tried and failed to collect enough acceptances. That set up this year's contest, with NLB and Raiffeisen trading public offers for months in an effort to win investors.

Raiffeisen argued its lower price came with greater certainty because of long-running disagreements between regulators in Croatia, where Addiko does business, and Slovenia, NLB's home country.

"While our offer might not be as financially attractive, we firmly believe that we can provide the execution certainty required to get this deal over the line," Michael Hoellerer, Raiffeisen's chief executive officer, said Friday.

Why It Matters

The victory is notable because Addiko has repeatedly resisted takeover attempts since it was carved out of the failed Hypo Alpe Adria. NLB had tried to argue that its richer €37-per-share proposal was better for investors, but Raiffeisen's argument turned on regulatory reliability. With NLB now bowing out, Raiffeisen can focus on securing the remaining approvals and completing the tender process.

The showdown also showed how much of the battle was fought over regulatory risk rather than price. NLB's higher bid came from a bank based in Slovenia, whose regulators have had long-running disagreements with those in Croatia, where Addiko does business. Raiffeisen argued that cross-border regulatory friction made its offer more dependable. That pitch appears to have been decisive.

Addiko has been a standalone lender since its carve-out from the failed Hypo Alpe Adria, and that history made it a repeatedly contested asset. The failed 2024 attempts by NLB and a Serbian bidder had shown how difficult it would be to win enough investor support, making Raiffeisen's decisive tender a significant shift.

What Happens Next

Once the takeover is complete, Raiffeisen plans to sell Addiko's non-EU subsidiaries to Serbia-based Alta Pay Group. Additional proceeds from that sale could be passed on as higher payouts to shareholders in the Addiko offer.

A separate regulatory twist may also matter. Alta, which has tendered its 9.6% stake into Raiffeisen's bid, and investor Diplomat Pay had their voting rights suspended by the European Central Bank in 2024 for not disclosing that they were acting in concert. The ECB lifted the suspension once Diplomat had transferred its 9.9% holding to Austrian investor Alexander Schuetz.

Even with the support threshold cleared, the deal is not complete. Given the history of failed bids for Addiko, Raiffeisen is likely to keep pushing until every condition is met.

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