"UniCredit's takeover bid for Commerzbank It was much more successful than we expected.” And if at the beginning it was “unlikely that we would get the control, now it is more likely. But we will know in the end." The bank's CEO said, Andrew Orcel, speaking at the Mediobanca CEO Conference during which there was no shortage of references to the Italian banking risk, But the head of Piazza Gae Aulenti is opting out. At least for now.
UniCredit Moves to Take Control of Commerzbank
The Commerzbank deal "is a deal that has been examined, considered, analyzed—use your preferred term—several times. And when I say several times, I definitely mean more than five, because I myself have been involved in five similar deals over the last 20 years. Sometimes the deal was initiated by Unicredit, other times by Commerzbank, this is because historically it is one of the best operations that can be carried out in Europe why two extremely complementary companies in Germany are merging (Commerz and HVB, a subsidiary of Unicredit, ed.), in a highly fragmented market like the German one”.
And after having explained once again the strong points of the operation, the CEO spoke about “control”, one of the most delicate aspects of the operation, considering the strong opposition from the bank's top management, but also from the Berlin government, which just yesterday returned to talk about the offer, confirming that the federal state will not cede its stake of more than 12% in the Frankfurt institution, therefore Unicredit will not be able to delist it.
“In Germany control is defined as 50% plus one share in the assembly on a structural basis,” he added, noting that “at the last meeting we would have had controlHaving it, he continued, means that “we will be able to appoint the members of the supervisory board” which are up to the shareholders "and therefore ensure that management executes" the strategic plan. Orcel emphasized that it is not a "threat" or lack of a constructive approach”: “I am only saying what German law allows us to do,” he remarked.
Then the crux of the matter: “We want to be constructive, but we will also end up having invested something like 15 or 20 billion in this bank and we owe it to our shareholders to execute the plan and unlock value as quickly and decisively as possible.”
About Timing, considering that Germany has different rules than Italy, which force you to complete the transaction and then apply for authorizations, "it will take three to six months after July 9th to obtain approval from the ECB, the approval of the Brussels antitrust authority, and the approval of other regulatory bodies, such as the Polish, French, American, and others. So, until then, we won't have control because formally the shares aren't ours. If you ask my opinion right now, it is much more likely that we will arrive at what the ECB would call control".
Orcel closes the door on a relaunch of Commerz: "It can't be done."
Another fundamental point is the one concerning the pricePiazza Gae Aulenti offered 0,485 Unicredit shares for every Commerzbank share. This was too little, according to the bank's management, who had repeatedly advised shareholders not to participate.
Once the first phase of the operation was completed, Orcel underlined, The terms of the offer cannot be revised: "Even if we wanted to, and we don't, there's no way to change them now," he explained. "I sense that some are expecting a price adjustment. They probably haven't understood what German law requires," added the banker, who believes the price is appropriate for many investors: "According to our information, among institutional investors, excluding passive ones, there are only five who did not join"Everyone else has either joined or sold," he said, a sign that "people think it's worth joining at this price. I've always thought so, otherwise I wouldn't have done this operation," he concluded.
Orcel on Italian risk: "For now, we're just observers."
Turning to Italy, UniCredit's head closed the door to possible consolidation operations in the immediate future.For now we are just an observer of banking risk” in Italy “and for once we enjoy the fact that we are observers and not actors. It's a lot of fun”, he said, smiling as rumours continue to circulate about possible moves involving Generali or Banco Bpm.
“Too many people continue to look at Unicredit as an Italian bank,” Orcel continued, explaining that “We are extremely proud of our roots and our history,” but “55-60% of the bank is not in Italy"For this reason, Orcel explained, we no longer think like a domestic bank that must dominate a single market: "We compete on a pan-European level." Being too big in a single country, he warns, "could be counterproductive."
The banker then noted that, as a result of the consolidation, Piazza Gae Aulenti sees the opportunity to improve its plan objectives in terms of market share in Italy, "gaining 2-3 points."
But the door is not completely closed. Indeed, it could only be approached. “This is our position,” he reiterated. “Then, of course, Italy is strategic for us and therefore, under the right conditions, If there are opportunities we will evaluate them"Let's see what happens," he concluded. "If there are opportunities, we'll move, but for now, we don't see any."
