UniCredit has launched a bid to increase its stake in Commerzbank above 30%, a key regulatory threshold if the lender wants to launch a full takeover bid.
Milan-based UniCredit already owns a 28% stake in Commerzbank, comprising around 26.04% in shares and the rest in total return swaps.
The deal is expected to involve an offer exchange ratio of 0.485 UniCredit shares per Commerzbank share, implying a price of €30.80 per Commerzbank share, or a 4% premium.
UniCrédito.
UniCredit CEO Andrea Orcel said that under German takeover rules, crossing the 30% threshold would allow him to buy Commerzbank shares on the market.
Commerzbank opposed the move, saying the offer offers no value for its shareholders and instead emphasized its focus on “independence and profitable growth.”
UniCredit has been analyzing a possible bid for the Frankfurt-based lender since it acquired a 9% stake in 2024. Under German takeover regulations, a 30% stake requires a mandatory bid for the remaining shares. UniCredit’s offering is designed to bridge this 30% gap without achieving control.
Orcel said he does not expect turnout to significantly exceed 30%. Taking his stake to 100% would consume 200 basis points of the bank’s capital, Orcel added in comments published by Reuters.
“A full takeover scenario is remote,” Orcel said.
Orcel told CNBC last June that Commerzbank’s share price was then too high for a merger deal.
However, Commerzbank’s share price has fallen more than 18% since the beginning of the year, while UniCredit shares are down 10.5% so far this year.
In a statement, the Frankfurt-based lender said UniCredit’s announcement did not include further information on the key terms of a value-creating transaction, a “necessary basis for possible discussions.”
“This measure is not coordinated with us. The exchange ratio expected in the announcement does not include any bonus for our shareholders,” said CEO Bettina Orlopp, adding that the bank’s top priority is to create sustainable value for its shareholders.
The German government, Commerzbank’s second-largest shareholder with around 12.72% of the shares, also resists any merger, with the ruling Social Democratic Party strongly opposed, according to German media reports.
The offering is expected to be formally launched in early May, and UniCredit will hold an Extraordinary General Meeting on May 4 to seek authorization for the related capital increase.
BlackRock is Commerzbank’s third largest shareholder, with 5.73%, while Norges Bank Investment Management owns 3.14%.
