Nova Ljubljanska Banka (NLBR) M&A Announcement summary

Deal rationale and strategic fit

• Aims to create the only banking group covering all former Yugoslav markets, with entry into Croatia as a key milestone and expansion in Slovenia, Serbia, Republika Srpska, and Montenegro.

• Addiko’s digital consumer lending and SME focus complements the acquirer’s universal banking model, enabling cross-selling and digital expansion.

• The acquisition targets attractive customer segments and leverages Addiko’s pan-regional platform and talent pool.

• Enhances universal financial services distribution and offers significant cross-market synergies.

• The deal is positioned as a win-win for shareholders and employees, reinforcing regional leadership.

Financial terms and conditions

• Pure cash offer for 100% of Addiko shares at €20 per share, cum dividend, with no adjustment for the dividend paid on 7 May 2024.

• The offer covers 19,287,142 ordinary shares (excluding 212,858 treasury shares), with a total potential value of approximately €386 million if fully accepted.

• Represents a premium of up to 63.7% over the 24-month VWAP and 36.6% over the 3-month VWAP.

• Minimum acceptance threshold is 75% of issued shares for statutory control.

• Offer is fully funded, with capital and liquidity in place; pro forma capital ratios remain within target ranges.

Synergies and expected cost savings

• Significant operational synergies expected in overlapping markets and through digital platform integration.

• Value creation anticipated from sharing best practices and leveraging Addiko’s digital expertise.

• Transaction expected to be earnings accretive from 2027 onwards, based on prior M&A integration experience.

• Potential for dual-brand strategies and selective in-market consolidation to maximize value.