Unicredit is making another move on Commerzbank. After the small signs of opening that have arrived in recent months, Andrea Orcell decides to break the impasse and launch an offer "aimed at exceed the 30% threshold”. “We we do not aim to gain control of Commerzbank. Our the goal is to start a constructive dialogue "With the bank and all stakeholders," the CEO emphasized during the conference call presenting the takeover bid. This is an important point, given the far from relaxed relations he has had in the past with the bank's top management and the German government.
Orcel then explained that the offer also involves a technical reason linked to the German law on takeover bids according to which 30% can be exceeded "only through an offer addressed to all shareholders for 100% of the shares", even if "we do not expect to significantly exceed the 30% threshold". The operation, as stated in a note, "would allow Unicredit to avoid constantly adjusting your participation to remain below the 30% threshold due to Commerzbank's ongoing share buyback program, as well as to be able to subsequently freely increase its stake on the market or through other means."
“When the offer is concluded we we will be free to buy shares on the market like any other investor without limits and without the need to launch a further offering,” Orcel confirmed.
Unicredit-Commerzbank: details of the offer
Unicredit currently holds a direct participation of approximately 26% in Commerzbank and a further position of approximately 4% via total return swap. The exchange ratio of the offer will be determined by BaFin (Germany's CONSOB) in the next few days based on the volume-weighted average price of Commerzbank and UniCredit shares over the last three months.
“We expect the ratio is equal to 0,485 Unicredit shares for each Commerzbank share, which corresponds to a price of 30,8 euros per Commerzbank share, or a 4% bonus compared to the closing price on March 13, 2026,” explains Unicredit.
Unicredit-Commerzbank: Offer to Launch in May
The offer is expected to start at the beginning of May, with a four-week acceptance period. An extraordinary meeting will also be convened in May to obtain authorization for the capital increase to service the operation.
Subject to the fulfillment of the conditions of the offer (or UniCredit's waiver of them), settlement is expected within the first half of 2027, after obtaining all necessary authorizations.
The Unicredit buyback
At the same time, Unicredit is waiting for the green light from the shareholders' meeting on 31 March and from the ECB for its 2025 share purchase programme, for a amount equal to 4,75 billion.
The share buyback program will be launched after the offer acceptance period closes and will depend on the final acceptance rate. Management emphasizes that "there is no impact on UniCredit's dividend policy." Furthermore, if, as expected, UniCredit does not acquire control of Commerzbank, “the financial impact on capital will be minimal.”
Orcel: “Now is the time to talk”
“Our message to the management of Commerzbank is that now is the time to talkWe remain open to dialogue and are convinced of the value that the operation would create,” he said. Andrea Orcell during the call. “We believe there is still value to be created at Commerzbank, we believe in Germany and the Mittelstand, we have a clear vision of what a bank like Commerzbank can achieve given our experience in Germany,” Orcel said, sending a message to both the bank's top management and the Merz government. constructive discussion is the minimum and would have benefits to unlock the most value there is. This can happen with more constructive and close dialogue, as demonstrated by what has been done in Alpha.”
“The current approach no longer creates value for our shareholders and that is why we have decided to take action on this situation. We need a clear measure to open the dialogue and find a good outcome. You can imagine what the best outcome is for me, but there may be others that emerge from the dialogue, but that's certainly not the current situation. If we don't achieve control but if we get a good dialogue, I would be happy“, He concluded.
Signals from the German government
Unicredit started moving on Commerzbank in September 2024, immediately encountering strong opposition from the bank's top management, but above all from the German government (Scholz first and then Merz), which has always described the moves in Piazza Gae Aulenti as "hostile" and "not agreed upon". In recent months, however, some glimmers of hope seem to have opened up. Last month, in an interview with Faz, Finance Minister Lars Klingbeil he had been less peremptory Regarding the bank led by Andrea Orcel: "What we saw from UniCredit toward Commerzbank was unfriendly. It's about the methods and the approach," he said, implying that with a different attitude, things could have changed.
"Our position has not changed in any way."Commerzbank's independent path is successful and the government continues to support it," a spokesman for the German Finance Ministry said today, commenting on UniCredit's offer.A hostile takeover would not be acceptable“, he added, noting that at the moment Unicredit has arrived “an announcement, which we take note of, but not yet a proposal.” The federal government, he finally recalled, “holds 12%” of Commerzbank “and in this respect too nothing has changed.”
Orlopp: "The offer is not agreed upon and does not offer a premium."
The offer is "not agreed" and "the exchange provided for in the press release does not offer a prize for our shareholders", said the CEO of Commerz, Bettina Orlopp. “Our main priority is to create sustainable value for our shareholders and all stakeholders. We are convinced of the strength and potential of our strategy, which is based on independence and on profitable growth,” he added.
Commerzbank has therefore "taken note" of the offer UniCredit and noted that "UniCredit's communication does not include any further information on key terms of a value-creating transaction." "This," the bank clarified, "would be the necessary basis for any potential discussion." board of directors and supervisory board of Commerzbank, in any case, "they will carefully examine the offer once it is published, acting in the best interests of the bank, its shareholders, employees and customers."
Stock Market: Unicredit falls, Commerz soars in Frankfurt
At Piazza Affari (FTSE MIB at par) the Unicredit title recovers ground and at mid-day marks -0,19% to 63,38 euros after having touched an intraday low of 61,88 euros. They are running on the Frankfurt Stock Exchange Commerzbank shares, which by mid-morning were up 6,7% at €31,73, exceeding the €30,8 suggested by Piazza Gae Aulenti for the launch of the offer. UniCredit's offer could prove a boon for the shares of Germany's second-largest bank, which have fallen nearly 15% since the start of the year after a 130% gain in 2025.
(Last updated at 2:00 PM on April 16).
