Raiffeisen Bank International (RBI) has secured shareholder backing to acquire Addiko Bank, bringing an end to months of competition with Slovenia’s Nova Ljubljanska Banka (NLB) for control of the regional banking group.
At the close of the acceptance period, shareholders had tendered 56.16% of Addiko Bank’s shares to RBI, exceeding the bank’s minimum acceptance threshold of 55% required for the takeover to proceed.
The outcome is particularly notable because RBI’s offer of €26.50 per share was substantially lower than NLB’s competing bid of €37 per share. According to Austrian media reports, RBI’s position was strengthened by an agreement reached before the offer with Serbian shareholder Alta Group.
Addiko Bank was created more than a decade ago from the former banking operations of Hypo Alpe Adria across Central and South-East Europe. Following the acquisition, RBI intends to retain Addiko’s operations in Austria, Slovenia and Croatia, while planning to separate and sell its businesses in Serbia, Bosnia and Herzegovina, and Montenegro through a carve-out process.
Alta Group directly owns just under 10% of Addiko Bank’s shares, although its overall economic interest may be significantly larger through financial instruments. Austrian media estimate that entities linked to Alta Group could be associated with nearly 30% of the bank’s shares.
The ownership structure has previously attracted regulatory scrutiny. The European Central Bank (ECB) had recommended suspending dividend payments while questions regarding the shareholder structure were being assessed, resulting in no dividends being distributed for 2024 and 2025.
Although Austrian media have reported RBI’s successful bid, the transaction still requires formal confirmation from Austria’s Takeover Commission before the acquisition process can officially begin. As with most cross-border banking acquisitions, the transaction will remain subject to regulatory approvals and integration procedures that are expected to take several months before completion.
