UniCredit down after takeover bid on Commerzbank, approaches estimated exchange values

(Il Sole 24 Ore Radiocor) - Sales on Unicredit at Piazza Affari. This morning, with the markets still closed, the bank led by Andrea Orcel announced the launch of a voluntary public exchange offer on Commerzbank shares, which instead rose on the Frankfurt Stock Exchange, aligning with the value hypothesised by Unicredit for the launch of the offer. The transaction aims to exceed the threshold of 30% of the German bank's share capital, allowing UniCredit to manage its shareholding with greater flexibility and avoid continuous technical adjustments due to Commerzbank's share buyback plans. Currently, the Italia group holds around 26% directly and a further 4% via total return swap contracts. The swap ratio will be set in the coming days by Bafin, but the institute in Piazza Gae Aulenti estimates it to be 0.485 Unicredit shares for each Commerzbank share, which corresponds to a price of about EUR 30.8 per share.

As Intermonte's experts point out, 'this valuation offers a 4 per cent premium over the closing price of 13 March 2026'. The offer is expected to be formalised in early May 2026, with an acceptance period of four weeks. Final settlement is estimated by the first half of 2027, subject to obtaining regulatory approvals and approval of the capital increase by Unicredit's extraordinary general meeting.

The bank in Piazza Gae Aulenti made it clear that ithad no expectation of acquiring control of the company. A concept emphasised several times by Orcel himself during the call. 'We do not aim to acquire control of Commerzbank. Our aim is to enter into a constructive dialogue with the bank and all stakeholders. With this transaction,' added the number one at Piazza Gae Aulenti the objective 'is to exceed the 30% threshold provided for by the regulations, and this can only be done through an offer to all shareholders for 100% of the shares. That said, we do not expect to go much beyond 30 per cent in Commerzbank, considering the offer price'. Orcel repeatedly emphasised that 'the main objective of the offer is to start a positive dialogue with Commerzbank' and that 'a total takeover scenario is considered remote'.

Also in the call, the top manager emphasised that 'when the offer is concluded, we will be free to buy shares on the market like any other investor without limits and without the need to launch a further offer. Our expectation is that we will not be able to gain control. At the moment we have no plans to launch a new offer in the future, he added. Going into detail, Orcel explained that the offer also implies a technical reason and is linked to the German Takeover Act and will allow the Italia group to better manage its stake. Given the German group's ongoing buyback, 'we have to divest shares in order to stay below the 30% threshold' required by German law. After the conclusion of the offer Unicredit will thus be able to better manage its participation, possibly by purchasing shares on the market.

On the financial side, the Italian bank clarified that no impact on current dividends is expected; the impact on capital will be minimal, as control is not expected to be acquired, and the share buyback programme for 2025, amounting to EUR 4.75bn, is awaiting approval by the shareholders' meeting on 31 March; its execution will only begin after the offer acceptance period has closed. "According to our calculations, which are preliminary," explain Intermonte's brokers, "assuming a target participation of 49.9%, the transaction would be accretive in the high single-digit area in 2027-2028, with marginal impacts at the Cet1 ratio level, given the objective of maintaining the equity method of accounting."