On the eve of the official closing of the offer, Unicredit decides to respond to the numerous accusations received in recent weeks from Commerzbank's top management regarding the takeover bid. And it does so with a fiery statement in which, in addition to sending the attacks back to the sender, announces that it has turned to Bafin, the German Financial Supervisory Authority, to defend the correctness of its actions. This strong and clear position comes after the Commerzbank works council filed a complaint against unknown persons for alleged market manipulation. An initiative which, as revealed by the Financial Times, pushed the prosecutor's office Frankfurt to launch a preliminary investigation into the matter. The prosecutor's office, which will acquire details of UniCredit's communications to BaFin regarding its participation in the Commerzbank takeover bid, emphasized that these are only preliminary investigations and that there are currently no formal criminal proceedings, nor have any specific violations been alleged.
Meantime Subscriptions to the offer have reached 11,91% of the capital, bringing the potential stake of the bank led by Andrea Orcel beyond the absolute majority of the German institution. The offer will formally close on Tuesday, June 16, before the two weeks of "extra time" provided for by German law, with the market waiting to see whether, in the end, the institutions, from Bofa to Morgan Stanley, from Citi to Nomura, will join the takeover bid or not. The Berlin government officially rejects the OPS, a 12% shareholder in Commerz. In a statement, the German Federal Finance Agency (Finanzagentur) stated that the offer does not represent "a sufficient premium" compared to the German bank's current share price. Berlin also emphasized that Commerzbank "plays a key role in financing the German economy and the Mittelstand," the fabric of small and medium-sized exporting companies, and is "a major employer and a key pillar of Frankfurt's financial center," which the government intends to preserve, according to the statement.
Unicredit: "Commerzbank provided inaccurate and misleading information."
“Up to today Unicredit deliberately avoided intervening with respect to the negative rhetoric that has developed around the high level of support from Commerzbank shareholders,” the bank writes, according to which the accusations received have “only contributed to distract attention from the fundamentals of the operation and the significant benefits that a combination between HypoVereinsBank and Commerzbank could generate for investors, stakeholders and the German economic system.”
Now, however, Andrea Orcel seems to have had enough: "in light of the persistent and systematic dissemination of inaccurate and misleading information, as well as the interference with the proper functioning and integrity of the bidding process — including the request for regulatory and legal investigations — UniCredit believes it is necessary to clarify its position in order to re-establish a correct representation of the facts.”
Unicredit sends a report to Bafin
And so, after Commerz, also Unicredit has decided to turn to Bafin, the German Consob, “requesting a thorough assessment of the circumstances surrounding these statements, their reliability and their apparent intent to compromise the integrity of the offering process, generating confusion among stakeholders”.
Unicredit: "Always provide clear and timely information."
UniCredit has rejected allegations regarding alleged manipulation of offer acceptance data, which it has received several times in recent weeks. The latest was on Friday, when Sascha Uebel, president of the German bank's works council, revealed to Handelsblatt the complaint filed against unknown persons contesting the acceptances UniCredit has received to date for the takeover bid.
The Italian bank “firmly rejects any accusation or insinuation regarding its communications to the market and the offering process", says Unicredit, adding: "All disclosures made are fully compliant with German regulations on financial markets (German Securities Trading Act) and the provisions on acquisitions (German Takeover Act), and have been made within the framework of an ongoing and transparent dialogue with BaFin". "These communications – continues Piazza Gae Aulenti – have always provided clear and timely information both regarding UniCredit's position on voting rights and the progress of the offer. Under no circumstances has UniCredit aggregated or confused information categories that must be distinguished under applicable law.
Then the accusation: “This representation has instead been advanced several times by Commerzbank, apparently with the aim of generating a distorting narrative. As a further demonstration of its commitment to transparency, UniCredit has also provided information beyond the disclosure requirements set forth by law.”
Unicredit: "No irregularities in securities lending."
Another accusation denied by the Italian bank concerns the rumours according to which part of the memberships collected could be traced back to shares obtained through operations of securities lending.
Here too the answer is clear: “The insinuations according to which the actual number of shares granted would be lower, as these securities would have been borrowed from Unicredit, are unfounded and without any evidence. As already clarified, Unicredit has not entered into securities lending transactions on the Commerzbank shares held. The transferred shares are to be considered as such for all purposes and irrevocably pledged,” it reads.
Unicredit: "Commerz's 30% stake has been exceeded, but 75% is unnecessary."
After having responded to the accusations, Unicredit "invites to bring attention back to the substantial aspects of the operation", highlighting that the direct participation and the support collected "sthey largely exceed the 30% threshold indicated as the objective of the operation". Unicredit then denies the arguments according to which, in order to influence governance it is necessary to reach a threshold of 75% of the capitale. “A qualified majority of 75% of the shareholders' meeting is required exclusively for mergers or other extraordinary corporate reorganisations”, specifies the bank, recalling that it has repeatedly stated “clearly and unequivocally that have no intention of proceeding with a merger between Commerzbank and HVB before Commerzbank is adequately strengthened and transformed.”
“There remains reason for It is regrettable to note that Commerzbank avoids engaging in dialogue "The merits of a transaction that presents significant opportunities for value creation and long-term benefits for shareholders, stakeholders, and the German and European economy, preferring instead to focus on unfounded accusations, with the risk of compromising the integrity of the bidding process and generating confusion among stakeholders. This attitude distracts from the strategic opportunity of building a more solid and competitive European banking champion, capable of creating value for all stakeholders," concludes UniCredit.
(Last updated: 11:39 a.m. on Tuesday, June 16).
