This morning, the Austrian Shareholders' Association (IVA) issued a Press release commenting on the responses to their questions, which were addressed - in a cooperation with the VZMD - to NLB Management, directly after publication of the Improved Takeover Bid for ADDIKO BANK. NLB published its answers yesterday at www.nlb.si/addiko-takeover-offer, and IVA promptly reacted with a public statement that we are publishing immediately and in full due to its relevance: www.vzmd.si/images/dokumenti/IVA-NLB-ADDIKO (exceptionally without translation).
IVA initially notes that although NLB's Takeover offer is indeed improved, but at the same time some "strategic weaknesses" remain. They point out that the success of the Offer entirely depends on the Serbian shareholder ALTA PAY, which holds a decisive 29.59% stake and can single-handedly block the takeover - while he withdrew his takeover offer for ADDIKO BANK - and there are also the Serbian DIPLOMAT PAY (9.99%) and AGRI EUROPE CYPRUS (9.99%), the latter also with its Takeover Bid. Therefore, IVA finds it difficult to understand NLB's insistence on the hard-to-achieve condition for the success of their Takeover offer - acceptance by at least 75% of all ADDIKO BANK shares.
The other potential acquirer, holding AGRI EUROPE CYPRUS of Serbian businessman Mr. Miodrag Kostić, includes AIK BANKA, with which VZMD has had rather bad experiences. Following the controversial takeover of Slovenian GORENJSKA BANKA & the squeeze-out of its small shareholders by AIK BANKA, VZMD was forced to initiate legal proceedings which, due to AIK BANKA's maneuvers and the Slovenian "legal order" - despite clear evidence of massive damage to small shareholders - have not brought justice even in 5 years… VIDEO: https://youtu.be/uE_ppSebRxA
When addressing questions to Mr. Blaž Brodnjak, President of NLB Management Board, Mr. Kristjan Verbič, President of VZMD, accordingly welcomed the vision and efforts aimed at the acquisition of ADDIKO BANK, as well as the potential strategic expansion and synergies that would be in the interest of the company and its shareholders. He expressed the belief that "appropriate and objective information - all the more so in light of the holiday and proportionally a short time until the end of the acceptance or Takeover Bids - can be crucial and is explicitly in the interest of both companies and their shareholders."
Thus, IVA - in the press release signed by their President, Mr. Florian Beckermann - further emphasizes that the Improved Takeover Offer of €22.00 per share represents a 33.4% premium compared to the 6-month average price, with NLB offering a total of €425 million for all shares. IVA expresses some concern at the fact that NLB does not provide explicit guarantees regarding the maintenance of ADDIKO BANK's listing on the Vienna Stock Exchange. However, NLB states in its response that it will maintain the listing for the time being but will regularly assess its reasonableness, while being committed to high corporate governance standards, especially concerning minority shareholders. IVA concludes that Takeover Bids often contain various conditions (regulatory approvals, different deadlines, etc.) that are very difficult to predict. NLB expresses confidence that they will obtain all necessary approvals - including from Croatian regulatory authorities - but at the same time IVA warns that given the timelines, the actual takeover may remain uncertain for a long time — in the worst case, even until June 30, 2025.
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