Austria’s Raiffeisen Bank International (RBI) has launched a voluntary takeover offer for all issued and outstanding shares in local rival Addiko Bank.
RBI is offering €23.05 in cash per Addiko share, valuing the bank at €449.5m ($524.2m).
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The offer covers all shares currently issued and outstanding.
In a statement, Raiffeisen said the price matches Addiko’s six-month volume-weighted average share price.
It also represents a 20% premium to intrinsic equity value calculated through an external valuation.
The offer requires a minimum acceptance threshold of more than 75% of all issued and outstanding Addiko shares. Raiffeisen said it will not constitute a delisting offer.
Addiko emerged from the restructuring of Hypo Alpe Adria, a Balkan lender that was bailed out by the Austrian state in late 2009. The group was later broken up.
A consortium including Advent International and the European Bank for Reconstruction and Development bought Hypo’s international network in 2015. It rebranded the business as Addiko Bank.
The acquisition aims to strengthen Raiffeisen’s market position in Croatia, where it already operates. It also plans to use the deal to facilitate a return to Slovenia.
In Slovenia, Raiffeisen said it sees growth potential in corporate and investment banking. It also pointed to opportunities in the small- and medium-sized enterprises segment.
As part of the transaction, Raiffeisen intends to sell Addiko’s subsidiaries in Serbia, Bosnia-Herzegovina and Montenegro. The buyer would be Alta Pay, a shareholder linked to Serbian businessman Davor Macura.
Raiffeisen said the sale price for the divested units will at least correspond to their fair market values. It expects that part of the broader transaction to close in 2027.
Raiffeisen said the takeover and the planned carve-outs, subject to approvals, should affect its capital ratio by around 10 basis points, excluding its Russian operations.
The group expects the deal to close in the fourth quarter, subject to customary conditions. Completion will depend on regulatory and antitrust approvals, along with other closing requirements.
The Addiko bid follows Raiffeisen’s recent agreement to buy Garanti BBVA’s Romanian unit for €591m.
