Unicredit now holds a 47.59 per cent stake in Commerz; the public offer closed with a take-up rate of 17.60 per cent

Unicredit has concluded its public offer for Commerzbank, with a take-up rate of 17.60%. This is according to the final figures following the extension of the offer period. With 26.77% already held by the group led by Andrea Orcel now holds 44.37% of the German bank in shares. With 3.22% held in instruments convertible into shares, the stake could reach 47.59%. In the first tranche of the offer, which closed on 16 June, the take-up rate stood at 12.51%.

Unicredit points out that the 47.59 per cent stake “corresponds to 49.65 per cent of the voting rights in Commerzbank, as treasury shares do not carry voting rights. However, the percentage will rise to that level once Commerzbank has cancelled its own shares, a move the bank has undertaken to carry out.”

The closure of the public offer launched by Unicredit for Commerz marks “a result well beyond initial expectations”, Piazza Gae Aulenti emphasises in a statement. “The conclusion of the takeover bid periods represents a further step forward in the implementation of the investment strategic investment in Commerzbank. Unicredit will continue to seek constructive dialogue with all stakeholders, whilst proceeding with the necessary regulatory and authorisation processes relating to its investment,” the statement explains. It should be noted that Unicredit’s total potential exposure to Commerzbank, including cash derivatives, stands at 59.07 per cent, a figure that rises to over 60 per cent in terms of voting rights.

The implications for governance
Cash derivatives aside, the fact that UniCredit has secured a de facto 50 per cent stake in Commerzbank means it has potential control over the German bank’s governance. The 47.59 per cent stake achieved – equivalent to 49.65 per cent of voting rights once Commerzbank’s treasury shares are cancelled – brings Piazza Gae Aulenti very close to a formal majority and certainly already sufficient for de facto control of the general meeting, as attendance at the shareholders’ meeting never reaches 100 per cent but traditionally stands at between 60 and 80 per cent of the total share capital.

It will now take several months to obtain formal approval for the public offer, which in Germany is always granted after the actual launch of the operation, and for the subsequent settlement. But looking ahead to 2027, when Commerzbank’s AGM will be held to renew its senior management, UniCredit could be in a position to influence the future composition of the supervisory board by appointing the ten shareholder representatives, including the chairperson, who has a double vote in the event of a tie. This would then open up the possibility of appointing the management and steering Commerzbank towards a strategy inspired by the “UniCredit Unlocked” plan.