M&A Market Review — H1 2026: Southeast Europe & Serbia

This is the first Half-Year Market Review from Hefestos Capital, covering mergers and acquisitions in Southeast Europe — with a focus on Serbia — for January to June 2026. It was a half-year in which the two largest domestic transactions were announced, contested, extended, and, by period-end, still not closed.

A note on data: aggregate figures on the number and value of transactions in Central and Southeast Europe for the first half of 2026 had not been published at the time of writing. We could fill that gap with an estimate. We will not. Instead, this review relies on what has been published and is verifiable — official statistics, parties’ announcements, regulatory notices and stock-exchange filings. Where a number does not exist, we say so.

The half-year in six sentences

• The two most important transactions affecting Serbia entered July unclosed — the sale of the Russian stake in NIS to Hungary’s MOL, and the takeover of Addiko Bank.
• On NIS, the deadline to conclude negotiations was moved at least three times; the framework agreement was signed in mid-January and the US OFAC licence repeatedly extended.
• On Addiko, the lower offer won: Slovenia’s NLB offered €37.00 per share, Austria’s RBI €26.50 — and RBI crossed its acceptance threshold with 56.16%.
• Serbia’s economy grew, but more slowly than it appears: Q1 GDP rose 3.2% year-on-year but only 0.2% quarter-on-quarter (seasonally adjusted) — the weakest reading in a year.
• Foreign investment inflows kept falling: net FDI for the first four months was €357m, down 43.7% year-on-year.
• Serbian companies emerged as buyers — the most interesting pattern of the half-year.

The world: concentration

The global market continued its 2025 pattern: value rising, deal count not following. Global deal value in 2026 is up more than 20% (as reported by Reuters). The clearest illustration comes from technology: in the first five months of 2026, deal value in technology, media and telecoms rose 48% year-on-year to $472bn — while deal count in the same period fell about 9%. Transactions above $5bn accounted for close to half of total global value. In other words: the market is growing, but growing at the top.

What this means for a company from Serbia: when global value is pushed up by a few dozen enormous deals, it does not become easier to sell a company with €5m of revenue. It only means the headlines are more optimistic than the reality in the mid-market. The more useful figure for an owner is the other one — deal count is falling. Buyers do fewer transactions, choose more carefully and walk away faster. When selection is sharp, readiness is the price of entry.

Serbia: the macro picture

• GDP growth, Q1 2026: +3.2% year-on-year (+0.2% quarter-on-quarter, seasonally adjusted)
• Private consumption, Q1: +4.8% (2.9pp contribution); investment only +1.4%
• Inflation, May 2026: 3.5% — above the EU average, a fourth month of acceleration
• FDI inflow, Jan–Apr: €600m (down 43.7% YoY); net FDI €357m
• 2026 growth forecasts: 2% (Vienna Institute / wiiw) to around 3% (Quarterly Monitor)

The 3.2% headline sounds strong and was presented that way. The fuller picture is more moderate: seasonally adjusted, growth over the previous quarter was just 0.2% — the weakest result in a year — and is in good part a low-base effect from 2025, when the economy slowed to 2.0%. Growth was carried by private consumption, with investment rising only 1.4%. An economy that grows on consumption rather than investment usually has a capacity problem for the next cycle.

Why falling FDI is not the same as falling M&A: foreign direct investment includes greenfield construction, recapitalisations and intercompany loans — far more than the purchase of existing companies. A fall in FDI speaks mainly to greenfield: less is being built new. For an owner considering a sale, that is a paradoxically neutral — sometimes favourable — signal. When building from scratch is more expensive and riskier, buying an established, running business becomes relatively more attractive, provided that business is ready for scrutiny.

The NIS case: geopolitics

The largest transaction touching Serbia’s economy this half-year did not play out between a buyer and a seller alone. It involved a buyer, a seller, the Government of Serbia and the United States Treasury.

• 19 January 2026 — MOL signs the main terms of a binding framework agreement with Gazprom Neft to buy a 56.15% stake in NIS, subject to regulatory approvals; the US OFAC issues an operating licence enabling crude supply to the Pančevo refinery, later extended several times.
• March–May 2026 — the filing deadline moves from 22 May to 6 June; negotiations between MOL and the Serbian state stall in early May, with the energy minister stating the state is not satisfied with the proposal.
• June 2026 — MOL requests a further extension; on 11 June it reports that shareholder-agreement talks with the government concluded, while talks with the seller and the competent institutions continue.

Status at period-end: not closed; the transaction value was not publicly disclosed. Separately, a Serbian company (KFT Senator Treasury, owned by Ranko Mimović) emerged as a second interested buyer, reportedly offering €2bn (about $2.33bn) for the 56.15% stake — with no public confirmation that the sellers accepted or that formal negotiations were under way.

Three lessons. First: a signed framework agreement is not a transaction. It is a statement of intent with binding elements, and between it and a transfer of ownership stand approvals, conditions and deadlines that can move indefinitely. Second: when a third party that is neither buyer nor seller — a regulator, a state, a foreign administration — takes part, it becomes a third negotiator, with a veto and no duty to the parties’ agenda. Third, and most important for ordinary companies: time is a line item in the price. Every month a company operates under uncertainty spends its value — through departing people, deferred investment and cautious suppliers.

The Addiko case: the higher price lost

The most instructive transaction of the half-year for anyone selling a company. Two buyers, an open contest, and victory for the offer that was about 28% lower per share.

• April 2026 — RBI announces a voluntary public offer, acceptance threshold above 75%, at €23.05 per share.
• 14 May 2026 — RBI publishes the offer at a raised €26.50 per share.
• June–July 2026 — NLB submits and raises a competing offer to €37.00 per share; the Austrian takeover commission allows RBI to lower its threshold from 75% to above 50%.
• 29 July 2026 — on expiry, RBI has collected 10,831,435 shares (56.16%), above its 55% threshold, at €26.50 per share.

Why the lower offer won: by lowering its success threshold, RBI made its offer more certain — a shareholder who accepts knows the deal will probably happen. A shareholder choosing between two offers compares not just the figures, but the price multiplied by the probability the deal actually closes. Shareholder structure also mattered: several large holders deposited their shares with RBI early, and among those who accepted were four members of the Management Board and one member of the Supervisory Board.

The translation: this is not a story about banks but about every sale. When two offers reach the table, the higher one is not automatically better. The decisive questions: does the buyer have committed financing? How many conditions must be met before payment? How much of the price is paid upfront? What happens if the regulator does not approve? Owners in Serbia routinely choose the biggest number on the page.

Serbia as a buyer

The most interesting pattern of the half-year does not fit the usual story of foreign companies buying domestic firms.

• BDS Co (part of the Sport Vision group) launched a takeover of Poland’s Marketing Investment Group across eight European countries — Bulgaria, Croatia, Czechia, Hungary, Romania, Serbia, Slovakia and Slovenia.
• Nelt Group announced €400m of investment over five years in logistics, acquisitions and digitalisation — with about half earmarked for acquiring other companies.
• MK Group acquired Zrenjanin-based Dijamant, within the broader restructuring of Croatia’s Fortenova group (whose operating-company sales since 2021 total around €1.2bn, and could approach €2bn with expected deals).

Why this is good news for sellers: a market with only foreign buyers is a market with one type of buyer. When domestic and regional consolidators appear, the number of potential buyers for the same company rises — and price is set by the number of interested parties. A domestic buyer also has a practical advantage: it knows the terrain, completes diligence faster, and is less deterred by local specifics that look like risk to a foreign investor.

Transactions in focus

• NIS (56.15% stake) — MOL / Gazprom Neft, Serbian government as shareholder — negotiations ongoing, deadlines moved repeatedly — value not disclosed.
• Addiko Bank AG — RBI (contest with NLB) — acceptance threshold crossed, closing subject to regulatory approval — €26.50 per share.
• Marketing Investment Group — BDS Co (Sport Vision), eight countries — process launched, in regulatory review — value not disclosed.
• Jat Tehnika — Avio Network (99.38% stake) — closed May 2026 — value not disclosed.
• Imlek — consortium of AJFH Holdings and management (from MidEurope) — closed 27 April 2026 — value not disclosed.
• SBB — e& / PPF Telecom — merged into Yettel Serbia, April 2026 — €825m (2025).
• Addiko banks in Serbia, BiH and Montenegro — planned carve-out and sale to Alta Group — planned for H2 2027 — value not disclosed.

Four lessons from the half-year

1. Announced and closed are two different things. The half-year’s two biggest transactions were announced, and neither closed on time. For the media, a deal is news the day it is announced. For a seller, it becomes real the day the money lands — and between those two dates passed, in these cases, more months than anyone had planned.

2. Terms are part of the price. Addiko showed that an offer 40% higher per share can lose to a more certain one. The same logic applies at every level: earn-outs, deferred payments, conditional approvals and warranties are not technical details but reductions in price that do not show in the number on paper.

3. Uncertainty is structured. When regulatory or political risk cannot be removed, serious buyers do not ignore it — they build it into the contract through deadlines, break conditions and the sharing of waiting costs. A seller who does not negotiate this at the start pays for it at the end.

4. The buyer pool is widening. Domestic and regional consolidators — from MK Group and Nelt to BDS Co, now entering eight markets — are increasingly present. For an owner, that is the most concrete good news of the half-year: more buyers mean a better negotiating position, and a better negotiating position is the one thing that reliably raises price.

What we are watching to year-end

• Will the NIS transaction close in 2026? The outcome bears on the energy sector and on the perceived predictability of the whole market.
• How will the carve-out of Addiko’s regional banks proceed? The takeover is planned for Q4 2026 and the sale of the carved-out banks for H2 2027.
• Is the fall in FDI stabilising? The full-year 2026 figure will show whether this is a cyclical correction or an exhausted growth model.
• How far will domestic consolidators go? If Nelt’s and BDS Co’s plans are realised, 2026 could be the first year Serbian companies buy abroad more than is sold in Serbia.
• What will the structure of prices look like? We track the rising share of deferred and conditional payments as the main signal of risk moving from buyer to seller.

This document is informational only. It does not constitute investment advice, a recommendation to buy or sell any asset, or a legal opinion; the data is drawn from the public sources cited in the original edition and has not been independently audited. Sources include the Statistical Office of Serbia, MAT, the Quarterly Monitor, the Vienna Institute (wiiw), the European Commission and the National Bank of Serbia; announcements by MOL, Raiffeisen Bank International and PPF Group; Deutsche Börse and Austrian Takeover Commission filings; EY M&A activity insights (June 2026); Reuters; and reporting by Bloomberg Adria, Biznis.rs and regional business media.