Nova
Ljubljanska banka d.d., Ljubljana ("NLB")
Trg
Republike 2
1000
Ljubljana, Slovenia
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM
AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH
AFRICA OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH
JURISDICTION
IMPROVEMENT OF THE VOLUNTARY PUBLIC
TAKEOVER OFFER AIMED 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 its intention to improve the offer price for
the voluntary public takeover offer aimed to acquire control over
Addiko Bank AG ("Addiko")
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") for an
initial consideration of EUR 20.00 per Addiko
share on a cum dividend basis ("Share Offer Price").
On 15 July 2024, NLB's Management Board decided to
increase the Share Offer Price from EUR 20.00 per Addiko
share to EUR 22.00 per Addiko share on a cum dividend
basis.
This attractive 10 % improvement of the Share
Offer Price to EUR 22.00 implies a premium of
34.4 % compared to the six-month volume-weighted average
share price of EUR 16.37 as of 14 May 2024, the last
trading day prior to NLB's announcement to launch a full takeover
offer for Addiko. It also implies a premium of 15.8 %
compared to the stock market closing price as of 14 May 2024
and a premium of 45.2 % compared to the closing share price
of EUR 15.15 on 22 March 2024, the last closing share price prior
to Agri Europe Cyprus Limited's announcement on 25 March 2024 that
it intended to launch a partial tender offer for shares in Addiko
for EUR 16.24 cum dividend.
Blaž Brodnjak, NLB's CEO, commented:
"NLB remains
convinced that the acquisition of Addiko would accelerate
our ambitions in consumer and SME finance and digitalisation, while
providing indirect entry to Croatia, the largest economy in our
home region and the missing bridge among domestic Slovenian and
other strategic markets of the Group.NLB's revised Offer Price
represents a transparent, equally treating, and compelling
opportunity for all Addiko shareholders to realise their investment
in full, in cash and at a highly attractive premium relative to
Addiko's undisturbed share price. Given the holiday season, we
would encourage all Addiko shareholders to accept our offer well
ahead of the end of the acceptance period on 16 August
2024."
Mr. Brodnjak added:
"We were very
pleased to see that the Management Board of Addiko is of the view
that NLB as a universal regional systemic bank presents a coherent
strategy regarding the future of Addiko. We firmly believe that
NLB's offer is in the interests of all Addiko's stakeholders,
including its shareholders, customers, management, and
employees."
The completion of the Offer is subject to obtaining a
minimum acceptance threshold of at least 75% of the total issued
19,500,00 Addiko shares, clearances from the relevant banking and
merger control authorities as well as further customary
market closing conditions.
Notice is given to the holders of Addiko shares
(ISIN AT000ADDIKO0) that the Offer
is open for acceptance until 16 August 2024.
The addendum to the offer memorandum with all
necessary enclosures will be immediately filed with the Austrian
Takeover Commission and NLB plans to publish the addendum to the
offer memorandum in line with the Austrian Takeover Act.
Details on the contents and scope of the improved Offer will be set
out in the addendum to the offer memorandum which will be available
on the websites of NLB, Addiko and the Austrian Takeover
Commission.
About NLB:
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 countries of the former Yugoslavia.
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 12 July 2024, NLB
had an equity market capitalisation of EUR 2.6 billion.
As of 31 March 2024, the NLB Group had 408
branches, 2.9 million active customers, total assets of EUR 26,026
million, net customer loans of EUR 13,860 million, customer
deposits of EUR 20,472 million and shareholders' equity of EUR
3,036 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 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. This
transaction is pending completion.
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 notes:
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. The final terms and conditions of the improved
Offer will be published in the addendum to the offer memorandum in
accordance with the ATA once the Austrian Takeover Commission will
neither have prohibited the publication of the addendum to the
offer memorandum nor have prohibited the implementation of the
improved Offer. The offer memorandum, the addendum to the offer
memorandum and all other documents in connection with the Offer
contain and will contain important information, investors, and
holders of shares in Addiko Bank AG are strongly advised to review
them.
The
Offer will be made exclusively based on the applicable provisions
of Austrian and EU law and in accordance with certain provisions of
the securities laws of the United States of America applicable to
cross-border tender offers. Subject to the exceptions described in
the offer memorandum and the addendum to the offer memorandum and
any exceptions granted by competent regulatory authorities, the
Offer will not be made, directly or indirectly, in or into
Australia, Canada, Hong Kong, New Zealand, South Africa or any
other jurisdiction where local laws or regulations may result in a
significant risk of civil, regulatory or criminal exposure if
information concerning the Offer is sent or made available to
holders of shares of Addiko Bank AG in that jurisdiction (together,
the "Restricted
Jurisdictions") by use of mail or any other communication
means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the internet)
of interstate or foreign commerce, or of any facility of national
securities exchange or other trading venue, of a Restricted
Jurisdiction, and the Offer cannot be accepted by any such use or
by such means, instrumentality or facility of, in or from, a
Restricted Jurisdiction.
Accordingly, this announcement or any documentation relating
to the Offer are not being and should not be, directly or
indirectly, sent, mailed, or otherwise distributed or forwarded in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction. Persons receiving this announcement,
the offer memorandum, the addendum to the offer memorandum and any
related documentation including but not limited to forms of
acceptance must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer. Accordingly, no announcements,
approvals or authorizations for the Offer have been made, arranged
for, or granted outside Austria.
Holders of securities of Addiko Bank AG should not rely on the
investor protection laws of any jurisdiction other than Austria,
including the EU legal acts. NLB therefore assumes no
responsibility for compliance with laws other than Austrian law or
applicable in Austria in respect of the Offer.
To
the extent permissible under applicable law or regulation, NLB and
persons acting on its behalf may purchase, or conclude agreements
to purchase, shares in Addiko Bank AG, directly or indirectly, or
enter into derivative transactions with respect to the shares in
Addiko Bank AG, outside of the Offer, before, during or after the
period in which the Offer remains open for acceptance. This also
applies to other securities which are directly convertible into,
exchangeable for, or exercisable for shares in Addiko Bank AG.
These purchases may be completed via the stock exchange at market
prices or outside the stock exchange in negotiated transactions.
Any information about such purchases will be dis-closed as required
by law or regulation in Austria or any other relevant
jurisdiction.
Statements in this notification relating to future status or
circumstances, including statements regarding future performance,
growth and other trend projections and other benefits of the Offer,
are forward looking statements. These statements may generally, but
not always, be identified by the use of words such as
"anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to
many factors, many of which are outside the control of NLB. Any
such forward-looking statements speak only as of the date on which
they are made and NLB has no obligation (and undertakes no such
obligation) to update or revise any of them, whether as a result of
new information, future events or otherwise, except for in
accordance with applicable laws and regulations.