Date: 15 May 2024
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
Press Release / Announcement pursuant to Sec 5
ATA
Pursuant to the
Rules of the Ljubljana Stock Exchange and Article 158 of the Market
in Financial Instruments Act, relating to the Article 17 of the
Regulation (EU) No 596/2014 Nova Ljubljanska banka d.d., Ljubljana,
Trg republike 2, 1000 Ljubljana announces
its intention to launch a
voluntary public takeover offer aimed to acquire control over
Addiko Bank AG ("Addiko")
Nova Ljubljanska banka d.d., Ljubljana
("NLB") announces its
intention to launch an all-cash voluntary public takeover offer
aimed to acquire control over Addiko Bank for all issued and
outstanding Addiko shares (the "Offer") for a consideration of
EUR 20.00 per Addiko share on a cum dividend
basis ("Share Offer
Price").
NLB currently holds no shares in Addiko and intends to
acquire a significant majority shareholding in Addiko by launching
the Offer.
The Share Offer Price of EUR 20.00
represents a very attractive and rare liquidity event for all
Addiko's shareholders to exit and sell all their Addiko shares. The
Share Offer Price implies a premium of 22.15% compared
to the six-month volume-weighted average share price of EUR
16.37. It also implies a premium of 4.99%
compared to the stock market closing price as of 15 May 2024, the
last trading day prior to NLB's announcement to launch a full
takeover offer for Addiko and a premium of 32.01%
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.
Blaž Brodnjak, NLB's CEO, commented:
"NLB has been
impressed by the development of Addiko Group's capabilities as a
specialist consumer and SME bank, with an increasingly important
digital delivery model. We believe that these capabilities would
meaningfully complement NLB's universal banking model and
accelerate the delivery of our ambitions that we recently
communicated as part of our Strategy 2030. In addition to providing
NLB Group with greater scale and capability in four of our existing
countries of presence (Slovenia, Serbia, Bosnia-Herzegovina and
Montenegro), Addiko would add to our home geographies also for us
after the adoption of EUR and activation of the "Schengen border
regime" extremely important market of the neighboring Republic of
Croatia, the largest economy in our Home Region, the bridge to all
other markets and the only one in which NLB is not currently
present."
Mr. Brodnjak added:
"Since 2020,
NLB has developed a strong acquisition track record. We believe
that Addiko's shareholders should consider our proposed price, the
ability to fully divest of their shares and NLB's proven track
record of successfully completing announced transactions as being
highly attractive. We very much hope to welcome Addiko's esteemed
customers and talented team to the NLB family."
The completion of the Offer will be subject to
obtaining a significant majority shareholding in Addiko, clearances
from the relevant banking and merger control authorities as well as
further customary market closing conditions.
The offer memorandum with all necessary
enclosures will be immediately filed with the Austrian Takeover
Commission and NLB plans to publish the offer memorandum in line
with the Austrian Takeover Act. Details on the contents and
scope of the Offer will be set out in the offer
memorandum.
Provided that the offer memorandum for this
Offer is published in due course and Agri Europe Cyprus Limited
launches the partial offer it has announced on 25 March 2024 in
accordance with the rules under the Austrian Takeover Act
("Agri PTO"), this
Offer will qualify as a competing offer to the Agri PTO. In such
case, all Addiko shareholders that accept the Agri PTO prior to the
publication of the offer memorandum for the Offer launched by NLB
can withdraw from their respective declaration of acceptance for
the Agri PTO until four trading days prior to the end of the Agri
PTO acceptance period and tender their Addiko shares into this
Offer launched by NLB for the Share Offer Price of EUR
20.00.
About Nova Ljubljanska banka d.d.,
Ljubljana:
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 15 May 2024, NLB had
an equity market capitalisation of EUR 2,210 million.
As at 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 112 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.
Since 2020, NLB has successfully completed two
material acquisitions in the banking sector, namely Komercijalna
Banka in Serbia and its subsidiary Komercijalna banka in Montenegro
in 2020 and Sberbank Slovenia (later named "N Banka") in 2022. All
of these banks were successfully integrated into NLB Group, with
Komercijalna Banka Beograd being merged with NLB Banka Beograd,
Komercijalna banka Podgorica with NLB Banka Podgorica and N Banka
fully integrated into NLB d.d. 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 note:
NLB Investor relations:
ir@nlb.si
NLB Communications:
oj@nlb.si
Important note:
This announcement is made pursuant to Section 5 para 3
of 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 Offer will be published in
the offer memorandum in accordance with the ATA once the Austrian
Takeover Commission will neither have prohibited the publication of
the offer memorandum nor have prohibited the implementation of the
Offer. The offer memorandum and all other documents in connection
with the Offer 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 on the basis of 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 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, 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.
Investor Relations
NLB d.d., Ljubljana
