UniCredit to strengthen stake in Commerzbank to 30% laying groundwork for potential takeover

UniCredithas launched an offer to build its stake inCommerzbankabove 30%, a key regulatory threshold if the lender is to launch a full takeover bid.

The Milan-headquartered UniCredit already holds a 28% stake in Commerzbank, comprising about 26.04% in shares with the rest in total return swaps.

The deal is expected to involve an offer exchange ratio of 0.485 shares of UniCredit per share of Commerzbank, implying a 30.80 euro price per Commerzbank share, or a 4% premium.

UniCredit CEO Andrea Orcel said that, under German takeover rules, crossing the 30% threshold would allow it purchase Commerzbank shares on the market.

Opposing the move, Commerzbank said the offer does not deliver value for its shareholders and instead emphasized its focus on "independence and profitable growth."
UniCredit has been eyeing a potential bid for Frankfurt-based lender since taking a 9% stake in 2024.

Under German takeover regulations, a 30% stake requires a mandatory offer for the remaining shares.

UniCredit's bid is designed to overcome this 30% cliff-edge without reaching control.

Orcel said he does not expect the stake to go significantly above 30%.

Taking its stake to 100% would eat up 200 basis points of the bank's capital, Orcel added in comments reported by Reuters.

"A full takeover scenario is remote," Orcel said.

Orcel told CNBClast June that Commerzbank's share price then was too high for a merger deal.

However, Commerzbank's share price has fallen more than 18% since the start of the year, while UniCredit shares are down 10.5% year-to-date.

In a statement, the Frankfurt-based lender said UniCredit's announcement does not include any further information regarding key terms of a value-creating transaction, a "necessary basis for potential discussions".

"This move is not coordinated with us.

The exchange ratio expected in the announcement does in fact not include a premium for our shareholders," said CEO Bettina Orlopp, adding the bank's top priority is to create sustainable value for its shareholders.

The German government, Commerzbank's second-biggest shareholder with about 12.72% of shares, is also resistant to any tie-up, with the ruling Social Democratic Party firmly opposed, according to German media reports.

The offer is expected to formally launch at the start of May, with UniCredit set to hold an Extraordinary General Meeting on May 4 to seek authorization for the related capital increase.

BlackRock is Commerzbank's third biggest shareholder, with 5.73%, with Norges Bank Investment Management holding 3.14%.

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