UniCredit secures 47.6% of Commerzbank after buyout offer extension

MILAN: Italy’s second-biggest bank UniCredit said on Wednesday it had secured 47.6% of Germany’s Commerzbank, nearing control of its German peer after a fraught takeover offer that ended earlier this month.

Present in Germany since 2005 through its Bavarian unit HVB, UniCredit now faces the challenge of advancing its takeover project in the face of deep-seated hostility from the government, unions and Frankfurt-based Commerzbank itself.

Commerzbank, which still has the German state as a 12% shareholder following a 2009 bailout, said it remained open to constructive dialogue with UniCredit, echoing similar comments by the Milanese bank earlier on Wednesday.

UniCredit CEO Andrea Orcel and his Commerzbank counterpart Bettina Orlopp have held several rounds of short-lived informal talks, but attempts to hold substantive negotiations over the takeover bid have so far failed due to disagreements.

UniCredit, which expects to be declared to be in control of Commerzbank under German rules, has indicated it could seek board changes.

Angering Commerzbank, Orcel has laid out to investors his plans to boost the German lender’s profits. Once in control, Orcel has said it would take a couple of years for Commerzbank to be brought in line with HVB, and they would be kept as separate entities until then.

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Unicredit, Commerzbank clash over tender take-up data

Having built a 26.7% stake in the rival since September 2024, UniCredit launched a low-ball tender offer in May. It said at the time it was not seeking control but wanted to nudge its stake above 30% to be free to then buy more on the market without triggering a mandatory buyout.

Take-up of the offer totalled 17.6%, UniCredit said. That is up from 12.5% before a two-week extension of the tender period dictated by German takeover laws.

The two banks have traded barbs over the take-up data, however, with the German lender saying shares had been tendered mostly by investment banks that were counterparties in swap contracts UniCredit had entered on Commerzbank shares.

“The tendered shares originate predominantly from banks and parties connected to UniCredit,” Commerzbank said on Wednesday.

Less than 2% of institutional and retail shareholders have tendered their shares as part of UniCredit’s offer, Commerzbank said, adding that was “clear evidence of the low attractiveness” of the offer.

When excluding treasury shares, which carry no voting rights, UniCredit has a 49.7% voting stake, a percentage which Orcel has said is likely to prompt the European Central Bank to rule it has control of Commerzbank.

Being declared in control without majority ownership would force UniCredit to consolidate a minority stake, in a major blow to its capital reserves due to rules on the accounting of minorities.

UniCredit could opt to amend swap contracts it owns, which currently can only be settled in cash and not shares, handing it a further 11.5% of Commerzbank.

The stake it declared on Wednesday includes a 3.2% holding built via share-settled derivatives.