On the one hand, accusations about UniCredit's methods and communication during the takeover bid, on the other, confirmation that if the Italian bank decides to raise the stakes and grant a premium, Commerzbank's management will change its attitude. This was the ambivalent message sent Thursday by the CEO. Bettina Orlopp, speaking at a Goldman Sachs event in Zurich.
UniCredit: Here's who's signed up for the Commerzbank offer.
Meantime the OPS continues to gather support, rose to 7,85% from 7,58% announced on Tuesday from Piazza Gae Aulenti. The German bank yesterday released the list of financial institutions that have participated in the offer so far. There is Nomura, with 2,06%, but the largest share (2,36%) comes from Verto Capital, a company linked to Citigroup, one of the counterparty banks in the Commerz derivatives used by UniCredit. Then come Euroclear Bank (1,53%), Bank of Nova Scotia (0,89%), BBVA and MUFG Securities EMEA with 0,35% each, and NBC Global Finance with 0,27%. The remaining 0,05% is represented by retail investors.
“The subscriptions,” Orlopp commented, “came from Nomura and from “others banks that in many cases are connected to Unicredit through derivatives contracts.” “It’s not about our institutional investors, they don’t like the offer,” he stressed, noting that “it’s not economically rational at this time to accept a discounted offer,” there is “no reason why anyone should do so.”
The CEO also reiterated the accusations made by Commerz against Unicredit communications on the progress of the takeover bid, which were defined as "misleading" and likely to create "a false impression of an artificially inflated position." The German bank has formally requested BaFin, the German financial regulator, to launch an investigation into the matter. UniCredit has already rejected this attack, referring to “unfounded insinuations”
Orlopp reiterates: "With an adequate reward, we're ready for dialogue."
After the accusations, the opening also arrives. Speaking at the Goldman Sachs event, the CEO of Commerzbank reiterated once again that would be willing to sit at a table with Unicredit under two conditions, namely the existence of an “adequate” reward for shareholders and the compliance with the business model Commerzbank. "We are not a bank in need of restructuring. We have shown significant growth in recent months, and this can be used, if we are smart, even in a merger," Orlopp emphasized. "We want to ensure this is reflected in our governance and business model," even in a merger with UniCredit, he added, also because "we must not forget that if a merger takes place, the new entity's largest market will be Germany." The head of Germany's second-largest bank also clarified that she had "personally contacted UniCredit to let them know we would be ready to do so."
Piazza Gae Aulenti offered 0,485 treasury shares for each Commerz share, which at current values corresponds to a discount of approximately 1%. However, it is difficult to imagine that the bank's CEO, Andrea Orcel, will decide to relaunch. This is a hypothesis that the market also has little faith in, considering that, adding the direct stake of 26,77% and the subscriptions to the offer (7,85%), Unicredit already holds 34,62%, well above the 30% threshold indicated as the offer's target. This share must be added to a further 3,22% in derivatives settled in shares and finally 13,19% in derivatives settled solely in cash. The total exceeds 50%, giving the Italian bank the potential majority of Commerzbank.
