The countdown is over. UniCredit's takeover bid for Commerzbank closes on Friday, July 3.Those who haven't yet signed up can do so until midnight tonight, after which the supplementary phase will also be archived, although the final results of the offer will have to wait until Wednesday, July 8th.
It remains to be seen whether the number of subscriptions will have increased further since the conclusion of the first phase, perhaps also thanks to the premium of over 5% that the offer, which started at a discount, managed to garner thanks to the excellent performance recorded by Unicredit shares in the last month (+10%) and Thursday's exploit, when the shares rose by over 4% compared to the +2% achieved by Commerz shares. Regardless of the contributions received in the second phase, however, the bank led by Andrea Orcel already has the the way is clear for de facto control of the assembly and the supervisory board.
UniCredit to acquire 45% of Commerzbank
The first part of UniCredit's takeover bid for Commerzbank closed on June 16, with subscriptions totaling 12,51% of the capital. This percentage, added to the 26,77% stake already held prior to the offer, brought the bank, led by Andrea Orcel, to 39,28% of the German institution, well above the 30% target set initially. To these percentages must be added an additional 3,22% held by Piazza Gae Aulenti through instruments convertible into shares. Total: 42,5%. And so we arrive at today: according to market estimates, the overall subscriptions to the offer – between the first and second phase – will be approximately 15 % and so, at the stroke of midnight, Unicredit could own 45% of Germany's second-largest bank.
UniCredit to Control Commerz's Shareholders' Meeting and Supervisory Board
With 45% of Commerz in the safe, Unicredit will effectively control the assembly which will decide on the matter in April next year renewal of the current leadership, which have always been hostile (to put it mildly) to the takeover undertaken by the Italian institute in September 2024. In a cascade, Piazza Gae Aulenti will also be able to appoint 10 of the 20 members of the supervisory board, including the president who votes twice. At that point it will be much easier to implement the Unlocked plan presented to the market last April, "with the likelihood that the costs and necessary investments will influence the level of distribution and therefore also impact minority shareholders, with a possible reduction in the remuneration of Commerz shareholders," Mediobanca analysts underlined in a report.
Unicredit-Commerzbank: the next steps
With the offer now definitively archived, Unicredit is already thinking about the next steps. Considering that Germany has different rules than Italy, according to which a transaction is first completed and then the relevant authorizations are requested, "it will take three to six months after July 9 to obtain ECB approval, 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." Orcel had explained last June 23rd. During this whole period Unicredit will not be able to purchase further shares.
Once the European Central Bank has approved the deal, the Italian bank will be able to freely purchase securities on the market without incurring any obligations to other shareholders.
There is also another option: Piazza Gae Aulenti will be able to buy securities off-market or with other derivativesIn this case, if the transaction occurs within 12 months of the closing of the public offering, UniCredit will have to compensate any price difference in cash only to the Commerzbank shareholders who tendered the shares. Finally, after 12 months, UniCredit may also launch a new offering without any particular obligations.
Handelsblatt: "The ECB is dissatisfied with the German government's barricades."
In the meantime, Reuters reports that several members of the board of directors of the ECB questioned by the newspaper, they do not agree with the German government's decision to reject the acquisition UniCredit's takeover of Commerzbank, criticizing its attempt to protect Germany's second-largest private bank at all costs.
“Everyone knows that if Europe wants to function, some degree of consolidation is necessary", a board member reportedly said, while several insiders emphasized that cross-border bank mergers within Europe are not an uncommon phenomenon. "Germany, they added, cannot avoid this dynamic if it truly intends to support the European Banking Union project. Insisting on defending so-called 'national champions' is incompatible with the goal of strengthening and deepening the European single market," the newspaper wrote, emphasizing that no central banker wanted to comment publicly, also taking into account the fact that banking supervision has yet to comment on the operation. "However, the confidential conversations that took place on the sidelines of the ECB forum Sintra, in Portugal, testify a widespread discontent”, He concludes Handelsblatt.
There's a thaw between Giorgetti and Orcel over Banco BPM.
Meanwhile, with the Commerz offer now concluded, Italy could soon return to the forefront. In recent weeks, this has reportedly happened. a rapprochement between Andrea Orcel and the Minister of Economy Giancarlo Giorgetti, This was also thanks to the olive branch waved by the banker with the decision to withdraw the appeal to the Council of State against the golden power applied by the government to the takeover of Banco BPM by Unicredit, at the time called a "foreign bank" by the League leader Matteo Salvini. Now, however, that a foreign bank (for real), Crédit Agricole holds almost 30% of Piazza Meda between stocks and derivatives, and that the project of the third pole so much dear to the executive could have been definitively shelved by the maxi offer from Intesa Sanpaolo (and Unipol) on MPS, the scenario is radically different.
And it is in this context that, according to the Sheet, last week there would have been a contact between Giorgetti and OrcelThe topic of the conversation, reports the newspaper directed by Claudio Cerasa, would have been preciselyor the future Banco BpmUnlike what happened a year ago, today the minister may no longer have any objections to the potential merger between the two banks; on the contrary, the traffic light has changed from fiery red to hopeful green.
We now need to understand what Orcel, who a few days ago described himself as "merely an observer" of the banking game, intends to do. The deal, if it goes ahead, will need to be carefully constructed, negotiating with both Crédit Agricole and Banco BPM CEO Giuseppe Castagna. This is assuming he, like Giorgetti, has changed his mind about Unicredit.
