RBI lowers threshold to counter NLB's €37 bid

Slovenia's NLB is offering €37 per share for Addiko Bank. Austria's Raiffeisen Bank International is offering €26.50. The cheaper bid may win. RBI changed the rules of the contest by lowering the share of the company it needs to close the deal, turning a price war into a race for control.

How a Lower Bar Beats a Higher Price

A takeover offer typically sets a minimum acceptance threshold: the percentage of a company's shares that must be tendered before the bidder commits to buying. Both NLB and RBI originally set that bar above 75% of Addiko's shares (takeover.at, NLB offer). At that level, the winner holds more than three quarters of votes, enough under Austrian law to make deep changes: rewriting the company's founding documents, merging units, or reshaping strategy.

RBI then dropped its bar. It filed an amendment with the Austrian Takeover Commission, which allowed the change to proceed, and cut its threshold to above 55% (takeover.at, RBI offer, Addiko). RBI already holds acceptance declarations covering roughly 50.72% of Addiko's shares, including the stake of Serbia's Alta Group (Wiener Börse/APA). A small number of additional tenders could push it past the line.

NLB is betting on price. Shareholders who already tendered to RBI can withdraw those acceptances and switch to NLB's higher offer (Wiener Börse/APA). NLB raised its price from an initial €29 to €37 and kept its threshold at 75% (NLB Group, Investegate). Its acceptance window closes on 22 July 2026, with a possible extension to October.

NLB offers more money but needs more shares. RBI offers less but needs fewer. Whoever clears their threshold first wins.

Who Gains, Who Loses

For shareholders, the gap between €26.50 and €37 is real money. But the higher price only pays if NLB reaches 75%. If too few shares switch from RBI's pile, NLB's offer lapses and shareholders who held out get nothing extra.

RBI gains if its pre-locked tenders hold. The Alta Group commitment and other early acceptances give RBI a head start: it assembled its majority before the price war began.

Addiko's customers face the most uncertain outcome. The bank operates across Croatia, Slovenia, Bosnia and Herzegovina, Serbia and Montenegro as a mid-sized niche player. Croatian media covered the bid as a fight for corporate control, not a promise of cheaper loans (Lider, Poslovni). The channel to watch is small-business lending. If the new owner uses Addiko to expand its loan book and compete for SME borrowers, those businesses see better terms. If it cuts branches and protects margins after paying for control, little changes on the ground.

A Small Deal That Shows the Pattern

Addiko is small by Western European standards. But it fits a wider trend. According to Bloomberg, cross-border EU bank deals hit an 18-year high in 2025, with larger banks from wealthier countries absorbing smaller ones on the periphery. Brussels and the ECB see Europe's many small national banking markets as a problem, and ECB supervisors have said they are actively reviewing buyers that take major stakes in banks (ECB Banking Supervision).

Even if enough shares are tendered, the deal still needs bank supervisors and competition authorities to sign off. They check whether the buyer is financially sound and whether the deal would reduce competition (takeover.at).

The Addiko contest shows how regional banking champions get built: not by offering the most money, but by locking up shareholders, lowering thresholds, and moving through regulators before the other side can respond. NLB is betting that shareholders follow money. RBI is betting it can assemble control before they get the chance.