Raiffeisen Bank International has launched a voluntary takeover offer for all Addiko Bank shares at EUR 23.05 per share, a price equal to the six-month volume-weighted average to 7 April 2026, and has set a minimum acceptance threshold above 75%. The Austrian lender said the cash bid, structured as a public tender offer under the Austrian Takeover Act, isn't a delisting offer but is conditional on regulatory and antitrust approvals. RBI said the Management Board and Supervisory Board approved the approach and that it will submit the offer documentation to the Austrian Takeover Commission in the weeks ahead. If the commission doesn't prohibit the offer, the bank expects an acceptance period of about 10 weeks once the offer is published.
Raiffeisen Bank International, commonly abbreviated to RBI, said it will pay EUR 23.05 per share in cash for each Addiko Bank share. The bank set that price to match the volume-weighted average share price for the six-month period ending 7 April 2026. The announcement followed unanimous decisions from RBI's Management Board and Supervisory Board, and the bank said it will submit the detailed offer documentation and an expert statement to the Austrian Takeover Commission within the next few weeks.
The terms of the offer
RBI described the approach as a voluntary public tender offer under the Austrian Takeover Act. The bank emphasised that the offer won't be a delisting bid. It attached a set of conditions to the proposal that go beyond the usual regulatory clearances. The offer is explicitly conditioned on obtaining required antitrust and regulatory approvals, and on more than 75% of issued and outstanding Addiko shares being tendered into the offer.
Other conditions include the non-occurrence of any material adverse change at Addiko and a requirement that Addiko doesn't dispose of subsidiaries during the offer process. RBI said that, after the Takeover Commission has reviewed its documentation and declines to prohibit the offer, the acceptance period will open. Once published, RBI expects that acceptance period to last about 10 weeks.
The bank also disclosed estimates of the capital impact linked to the proposed transaction. RBI's release cited an initial Common Equity Tier 1 impact of around minus 45 basis points. An industry report offered a different view. Retail Banker International cited an effect of about 10 basis points excluding Russian operations. The two figures appear side by side in coverage, with the industry report’s number published only by Retail Banker International.
Carve-outs and strategic intent
RBI set out strategic carve-outs it intends to pursue if the offer succeeds. The bank said it intends to enter a transaction agreement with Alta Group d.o.o., a current Addiko shareholder based in Serbia, for the envisaged sale of Addiko’s units in Serbia, Bosnia-Herzegovina and Montenegro.
That proposed disposal is subject to completion of the offer and customary closing conditions, including antitrust and regulatory approvals.
At the same time, RBI said it expects to retain Addiko operations in Croatia, Slovenia and Austria should the transaction proceed. The bank framed the deal as strengthening its market position in Croatia and enabling a return to Slovenia with a focus on corporate, investment banking and small and medium-sized enterprise opportunities. Those strategic aims formed part of RBI’s public statement about how it would integrate and deploy Addiko assets if shareholders accept the offer.
There are a handful of single-source or contested details in coverage so far. Retail Banker International reported that the EUR 23.05 offer values Addiko at EUR 449.5 million and converted that figure to USD 524.2 million. That valuation and the dollar conversion appear only in the Retail Banker International account. The same outlet also reported timing estimates that don't appear in RBI's announcement, stating that part of the transaction could close in 2027 while the overall deal might close in the fourth quarter of 2026. Those timing estimates are reported only by Retail Banker International.
RBI itself stuck to a narrower public timetable. The bank said the next formal step is the submission of the offer documentation and expert statement to the Austrian Takeover Commission in the weeks ahead. The commission will review the materials and may prohibit the offer; if it does not, RBI said the acceptance period will commence once the offer is published.
Market participants will watch closely how shareholders of Addiko respond to the price and to the elevated acceptance threshold. The more than 75% minimum is higher than the simple-majority thresholds seen in many offers, and it implies that RBI is aiming for a decisive degree of control before pressing ahead with integration and the intended carve-outs.
Finally, the proposal is explicitly conditional on regulatory and antitrust clearances in the jurisdictions concerned, a point that will shape both timing and the likelihood of the contemplated carve-outs. RBI’s public statement placed regulatory approvals and the satisfaction of customary closing conditions at the centre of its planned sequence of steps.
Related Articles
- China profit outlook to improve as AI market heads to $67bn
- Allianz posts €17.4bn profit as Pimco inflows accelerate
- China copper trade hit: over half of spot volumes disrupted
RBI will submit the offer documentation, including an expert statement, to the Austrian Takeover Commission in the weeks ahead, after which, if the commission doesn't prohibit the offer, the bank expects an acceptance period of about 10 weeks once the offer is published.
This article was created with AI assistance.
