UniCredit strengthens its stake in Commerzbank: following the public offer, its holding rises to 37.68%

Unicredit strengthens its stake in Commerzbank. The number of acceptances of the public offer launched by the Italian bank for the German group have risen to 10.91%. (equivalent to 11.38% of voting rights including treasury shares) from 7.58% last week. With the 26.77% already held, the Piazza Gae Aulenti group now holds 37.68% of the German bank’s shares. The figure emerges from mandatory disclosures on the interim results of the offer, the first phase of which closes on 16 June. The other stakes remain unchanged, both those held directly and exposure via derivatives, for a total potential stake of 54.09%.

‘Commerzbank’s management is fully entitled to recommend that shareholders do not accept the public exchange offer made by UniCredit. However, it is not entitled to compromise the integrity of the offer process with unsubstantiated allegations that UniCredit’s mandatory disclosures are misleading, artificially inflated or otherwise likely to improperly interfere with the proper conduct of the transaction’. The bank in Piazza Gae Aulenti has thus broken its silence and taken a stand due to the “seriousness of the allegations raised by Commerzbank”, the “continuous communications to the press by ‘sources close to Commerzbank’” and the “persistent dissemination of increasingly serious and baseless information”.

UniCredit therefore states that ‘any suggestion that’ the bank ‘intentionally confused the disclosure categories in order to artificially inflate the perceived level of acceptance of the offer is completely without foundation, both factually and legally’. The bank states that it complies with all legal provisions in a “continuous, fully transparent dialogue with the supervisory authority BaFin”. All derivative contracts were also reported ‘promptly’ to the authority, and UniCredit emphasises that ‘any findings by BaFin, including those relating to the concept of “acting in concert” or other attribution rules, would have led to amendments to the relevant disclosures. Significantly, this did not happen’.

Piazza Gae Aulenti therefore confirms that it holds a direct stake in Commerzbank which, combined with the acceptances of the public offer, amounts to 37.7% of the share capital and rises to 40.9% when derivatives with a physical settlement option are also taken into account. “Both figures exceed the 30% threshold that UniCredit had set itself to achieve with the offer,” the bank concludes, announcing that from tomorrow “the number of shares tendered in response to the offer” will be disclosed “on a daily basis”. UniCredit “remains focused on the offer process and on ensuring that Commerzbank shareholders have all the information necessary to make informed decisions”.