Unicredit moves forward with the Commerzbank dealThe board of directors of the group led by Andrea Orcel has approved unanimously thecapital increase The resolution, adopted on September 10, implements the authorization received from shareholders in May and marks a further step toward completing the offer, which remains subject to the agreed conditions.
The decision comes as the group strengthens its capital flexibility and prepares for a new confrontation with the German government, which still holds a shareholder position in Commerzbank.
Unicredit: Capital increase to support the offering
The extraordinary meeting of May 4th had authorised the board to deliberate a capital increase up to a nominal maximum of 6,704 billion euros, in addition to the share premium, with the issuance of a maximum of 470 million new Unicredit shares. These are the limits set by the delegation, exercisable until December 31, 2027. new titles They are intended to be exchanged for Commerzbank shares as part of the voluntary offer, open to all the German bank's ordinary shares not directly held by UniCredit. The terms of the transaction are contained in the document published on May 5.
The increase is expected to be divisible, therefore also possible through partial subscription, and with the exclusion of pre-emptive rights for current shareholders.
Execution tied to the conditions of the Unicredit-Commerzbank transaction
The board's approval does not yet coincide with the execution of the increase. Unicredit specifies that this will occur "on the payment date of the Offer Price", subject to the satisfaction of the required conditions or their possible total or partial waiver, where permitted. The market remains uncertain.attention for the ECB authorization upon completion of the offer. The suggestion that a ruling may be imminent accompanies the resolution, but the press release does not announce the supervisory approval for this step.
The group also provided the board's explanatory report, KPMG's opinion on the fairness of the issue price, and the valuation of the Commerzbank shares being contributed, prepared by the independent expert PricewaterhouseCoopers Business Services. The minutes of the meeting have been filed for registration with the Milan, Monza, Brianza, and Lodi Companies Register.
Capital gains from the Danish Compromise
From Frankfurt, however, the following has already arrived in the last few days:'authorization to apply the Danish Compromise in the calculation of consolidated capital ratios. The benefit, effective from the third quarter, is equal to 52 basis points of Cet1 ratioThe mechanism allows insurance holdings to be risk-weighted, rather than deducting their full value from regulatory capital. The effect is a reduction in capital absorption, which offers the group greater flexibility.
The authorization concludes a process that began about fifteen months ago and comes at a time when equity investments in insurance companies are becoming increasingly important in European banks' strategies.
Meanwhile, on the political level, attention shifts to Monday's appointment, when Andrea Orcel will meet Lars Klingbeil, German Finance Minister and Deputy Prime Minister. This meeting is part of the ongoing Commerzbank operation, in which the Berlin government still holds a 12,7% stake.
