Raiffeisen Bank International AG: Publication of voluntary takeover offer document for Addiko

Research evidence excerpt

Raiffeisen Bank International AG: Publication of voluntary takeover offer document for Addiko

Barclays | Raiffeisen Bank International AG

Strategic rationale: RBI frames the transaction as strengthening its position in core CEE

markets. The acquisition would improve RBI’s market position in Croatia and enable a re‑entry

into Slovenia. Addiko’s retail and SME focus is described as complementary to RBI’s existing

franchise, with scope for operational and digital integration. Addiko’s non‑EU subsidiaries are

considered non‑core for RBI and earmarked for disposal through the carve‑out.

Carve‑out and potential additional payment: Following successful completion of the

takeover, RBI intends Addiko to sell its non‑EU subsidiaries in Serbia, Bosnia and Herzegovina,

and Montenegro to Alta Group. The carve‑out is structured with a double floor pricing

mechanism, based on either a CET1‑linked formula price or an independent appraised value

under KFS/BW 1 methodology, whichever is higher.

If the independently appraised value exceeds the formula price and the transaction completes,

accepting shareholders would be entitled to a pro‑rata additional cash payment. RBI notes that

any such additional payment would most likely crystallize in the second half of 2027, subject to

regulatory approvals and completion of the carve‑out.

Governance, delisting and squeeze out: RBI states that it does not currently intend to delist

Addiko following completion of the offer. A squeeze out remains a possibility should RBI exceed

90% ownership, but no decision has been taken at this stage.

Our take: On the Q1‑26 conference call, the CEO struck a confident tone on the Addiko

transaction, stating that RBI believes its takeover offer comes with “rather high transaction