Last week, the banking M&A market in the SEE region got hot again, with 2 bids for the acquisition of Addiko Bank, submitted firstly by Raiffeisen, followed shortly by NLB. Raiffeisen offered EUR 23.05 per share for Addiko, aiming to acquire 75% or more of the ownership, for a total deal size of EUR 444.7m, implying a P/B of 0.49x, and P/E of 10.1x. NLB, on the other hand, followed a day after with their own bid, offering EUR 29.00 per share, for a “majority shareholding”, and a total deal size of EUR 559.3m, 26% above RBI’s offer, and implying a P/B of 0.62x, and a P/E of 12.7x.
“There are decades where nothing happens; and there are weeks where decades happen” – Vladimir Lenin.
And before you ask, no, we’re not trying to promote any ideology, but this quote perfectly fits what we witnessed last week. About 2 years after NLB’s bid to acquire Addiko Bank, a new contender arose – Raiffeisen Bank, followed closely by NLB’s own counteroffer.
Raiffeisen’s Offer
On Wednesday, 8 April 2026, in the late hours after the European stock exchanges were closed, Raiffeisen submitted a bid for the acquisition of 75% or more ownership for Addiko bank, with a price offer of EUR 23.05 per share, and a total deal size of EUR 444.7m, implying a P/B multiple of 0.49x, and a P/E multiple of 10.1x. At 75% acceptance, the deal would have an initial CET1 impact of approx. -45 bps on the RBI Group, excluding Russia, shrinking to just -10 bps after the completion of the carve-out of the non-EU subsidiaries (more details on this below).
The offer price equals the 6M volume-weighted average price (VWAP) and has a 20% premium over the “intrinsic equity value” determined by Ernst & Young external valuation, but also represents an 11-13% discount compared to Addiko’s closing price of EUR 26.00 before the announcement. RBI’s offer also carried an additional component – an agreement (if the offer is accepted) that is to be signed with Alta Group d.o.o., in which RBI intends to do a carve-out purchase of Addiko’s Serbia, Bosnia & Herzegovina, and Montenegro subsidiaries, at fair market value.
If you remember NLB’s bid two years ago, when they initially offered EUR 20.00 per share, before increasing it to EUR 22.00 per share, the deal failed largely because of a cluster of Serbian investors in Addiko, which controlled roughly a fifth of the bank, and were unwilling to sell their shares. NLB only managed to attract 36.4% of the shareholders, way below its 75% target. The carve-out of the Serbian, B&H’s and Montenegrin subsidiaries of Addiko is a direct response to this, aimed at enticing said Serbian investors.
To better understand this part, a look at Addiko’s shareholder structure is prudent.
Addiko Bank’s current shareholder structure
Source: Addiko Bank, InterCapital Research
In the last 2 years, Alta Group d.o.o., owned by the Serbian businessman Davor Macura, remained in the shareholder structure at 9.63%. Miodrag Kostić, another Serbian businessman, through his MK Group in Serbia, owns AIK Group (CY) Ltd., the previous Agri Europe Cyprus, which in turn controls both AikBank in Serbia and Gorenjska Banka in Slovenia, the two entities through which, finally, he owns 9.69% of Addiko. These 2 haven’t changed their position; however, a third Serbian stake of 9.99%, previously owned by Diplomat Pay d.o.o., was sold to S-Quad in December 2024, the vehicle of the Austrian investor Alexander Schütz. While neither of the current two Serbian shareholders commented on the deal, Addiko itself noted that “prior to the day of the announcement of the intention to launch a takeover offer, RBI was not in contact with Addiko”. This implies that RBI talked to Alta Group (the one the carve-out offer was aimed at) but not Addiko’s management, further strengthening the theory that this play is not just about the offer price, but about appeasing the Serbian investors.
This line of thinking is further supported by what RBI would gain in case it’s accepted; in that case, RBI would become the 4th largest bank in Croatia, just above OTP at around 10.9% of the market share, behind Erste, PBZ, and ZABA. Furthermore, after its exit from the Slovenian market in 2016, if they succeed, they will re-enter this market once more. Addiko’s Austrian holdings own a negligible share of the Austrian banking market, being more of a holding vehicle than anything else.
However, besides the Serbian investors, S-Quad’s Alexander Schütz did offer a comment on RBI’s offer, saying that RBI’s EUR 23.05 offer “does not appear ambitious”, given the market price and NLB’s prior EUR 22.00 offer.
It is also worth noting that both offers are stated as “cum dividend 2025”, meaning that the offer price includes any dividends. However, in practice, this is a formality, as Addiko has paid zero dividends for both FY 2024 and FY 2025, following the ECB’s recommendation in December 2024 to suspend payouts due to the unresolved shareholder structure. Two years without any cash return to shareholders could actually work in favour of both bidders, as it increases the current shareholders’ incentive to tender.
At the same time, two things that have to be taken into account with both offers are the regulatory and geopolitical hurdles. Both offers must be reviewed by the Austrian Takeover Commission before the acceptance period begins. Also, neither offer document has been filed yet, meaning that we are still at the “intention to bid” stage, so the acceptance periods haven’t started yet. ECB must also assess the qualifying holding (above 10%) under the Single Supervisory Mechanism for both bidders. National banking and competition authorities in Croatia, Slovenia, Serbia, Bosnia & Herzegovina, and Montenegro must each grant clearance, with RBI’s carve-out to Alta Group triggering an additional, separate layer of regulatory approvals in the non-EU jurisdictions.
RBI’s situation here is unique; it operates the largest foreign bank still in Russia, with an estimated EUR 7bn of trapped profits accumulated since 2022. It was also hit with EUR 2.1bn of damages in the Rasperia/Strabag case in the country, and its Russian subsidiary was found to still be invested in sanctioned Russian entities. RBI has been trying to sell its Russian unit for years, but multiple attempts have fallen through, most recently in October 2025 when Russian authorities blocked a deal with a local buyer. As of early 2026, the process remains unresolved. This is mostly important for the ECB’s approval, as it isn’t known whether they will factor in RBI’s Russia exposure into their assessment of the Addiko acquisition, although RBI did explicitly calculate the deal’s capital impact “excluding Russia”, showing its intent to separate the two matters.
NLB Group’s offer
Moving on to NLB, its offer came a day after RBI, stealing the limelight from them. NLB submitted an offer of EUR 29.00 per share for the acquisition of the “majority shareholding” in Addiko Bank, representing a total deal size of EUR 559.3m, implying a transaction P/B of 0.62x, and a P/E of 12.7x. NLB expects the deal to be materially earnings accretive from the second full year, with a broadly neutral impact in the first.
Also, similarly to RBI, Addiko confirmed that NLB was not in contact with them prior to the announcement, and was only informed on the day of publication.
Both banks’ Addiko takeover offer transaction multiples, EU banks* and CEE/SEE banks* M&A average multiples
Source: RBI, NLB, InterCapital Research
*CEE/SEE banks M&A multiples calculation based on publicly available transaction data, for the period 2024 – 2026
The offer represents an 11.6% premium over the pre-bid market close, a 25.8% premium over RBI’s offer, and a 31.8% increase over its bid 2 years ago. NLB’s CEO positioned the offer as a natural extension of NLB’s status as the largest banking group headquartered in the SEE region. He also noted that Addiko’s strengths in consumer finance, SME lending, and digital delivery are “highly complementary to NLB Group’s own universal model”. NLB’s offer is for all of Addiko, although the wording in its announcement shows flexibility: “While NLB intends to integrate all of Addiko’s banking subsidiaries with its own operations in the five overlapping markets, it will undertake a cost benefit evaluation for integrating Addiko’s subsidiaries outside of the EU. If NLB concludes that it would be beneficial to divest any such subsidiary, the sale price will at least correspond to the fair market value of the subsidiary being sold.”
If the entire Addiko is acquired by NLB, it would gain 10% market share in Bosnia’s Republika Srpska, 4% in the Federation, 2.5% in both Slovenia and Montenegro, 2% in Serbia, and most importantly, an entirely new foothold in Croatia at 2.8%. Given that NLB’s last offer failed due to Serbian investors’ resistance, we lean on the side of NLB’s flexibility and are interpreting this as their willingness to negotiate and come to an agreement with said Serbian investors.
The reason is simple: this would allow NLB to finally enter the Croatian market (indirectly, as the Addiko headquarters/holding is based in Austria), something that they have been striving to achieve for decades now. This goes back to NLB’s predecessor, Ljubljanska Banka (LB), which had branches in Croatia. Following the dissolution of Yugoslavia in 1991, Croatian citizens held foreign currency savings deposits in LB, and when Slovenia nationalized and restructured it into NLB in 1994, those depositors were never repaid by the Slovenian side. This created a bilateral political dispute that lasted for decades, with a Croatian court ordering NLB to pay compensation to PBZ (the one who covered those deposits) in 2019.
Coming back to the current story, NLB’s 2024 offer also included premiums compared to the market/VWAP prices, and that wasn’t enough then; it isn’t known whether just the higher price would be enough now, if majority shareholding is the aim. The Addiko deal also fits nicely into NLB’s guidance and its broader Strategy 2030, as both of those have M&A potential included, with NLB itself signalling an ability to acquire a bank with risk-weighted assets (RWAs) of app. EUR 4bn, with Addiko Bank sitting at EUR 3.9bn of RWAs.
Addiko’s share price fell roughly 5% to EUR 24.60 on April 9th, the day after RBI’s bid became public. Since NLB’s counteroffer was only announced after market close that same day, the drop was the market repricing toward RBI’s EUR 23.05, the only bid on the table during trading hours. Since then, the price has moved up to EUR 27.50, closer to NLB’s EUR 29.00, with the remaining gap likely reflecting a mix of execution risk and the market still digesting the competing bids.
In terms of regulations, NLB does face competition concerns, especially in Slovenia, as they already hold a significant share of the market there. Other countries (outside the EU) could also face this issue, but that’s in case NLB acquires the entire Addiko, and not just its EU operations.
One question arises: due to the situation with LB/NLB in Croatia before, could NLB face issues due to this? NLB’s own Management already commented on this during its 2024 investor presentation. In short, they see NLB’s entry into the market as benefiting Croatia, and any stop to their entry would be a political decision, not a strictly legal-regulatory one. This is also supported by the EU single market rules and the European Banking Union framework, according to which, Croatia itself cannot simply block a foreign bank from operating through a subsidiary that is already licensed and supervised by another EU member state, which is Austria in Addiko’s case.
However, the Croatian regulator for the protection of market competition (AZTN) does have jurisdiction over merger control if the transaction meets the Croatian turnover thresholds, and Addiko Croatia’s EUR 2.3bn in assets almost certainly triggers a review. However, AZTN’s block of the transaction based on competition grounds would be hard to justify, as its share would only be 2.8% of the market. As such, in the end, the only thing that could stop NLB’s entry would be a political decision.
Interesting times are in front of us in the regional banking sector. RBI declined to comment on NLB’s offer when asked by the Austrian Press Agency and also refused to comment on its next steps. Could we be in for a bidding war, or could any of these banks offer enough incentives to close the deal? Only time will tell.