Banks

Unicredit launches bid on Commerzbank to exceed 30 per cent. Merz: we are for independence

The exchange ratio of the offer will be determined by BaFin. The bank: no expectation of gaining control, we already have 26% direct and 4% with total return swap

aggiornato alle 15:20

foto Ipp

3' min read

Translated by AI
Versione italiana

3' min read

Translated by AI
Versione italiana

UniCredit launches a voluntary public exchange offer for Commerzbank.

The offer is aimed at exceeding the 30 per cent threshold stipulated by German takeover regulations as well as to facilitate, in the coming weeks, constructive discussions with Commerzbank and its key stakeholders. However, the bank points out two key elements: firstly, that it has no 'expectation of acquiring control', and secondly, that it already holds a direct position of 26%, to which a further 4% linked to a total return swap should be added.

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The conditions

The exchange ratio of the Offer will be determined by BaFin in the coming days on the basis of the volume-weighted average price (Vwap) of the last three months of Commerzbank and UniCredit shares.

However, the bank has let it be known that it expects "a ratio of 0.485 UniCredit shares for each Commerzbank share, which corresponds to a price of 30.8 per Commerzbank share, or a premium of 4% over the closing price of 13 March 2026". It should be mentioned, in this regard, that Commerzbank has risen more than 24% in the past year on the stock exchange.

Funding

About the way the offer will be financed UniCredit has specified that an extraordinary shareholders' meeting will be convened in May in order to obtain authorisation for the capital increase necessary to proceed with the Ops. Subject to the fulfilment of the conditions of the offer or the waiver by UniCredit of the conditions of the offer, the settlement of the offer is expected within the first half of 2027.

Lastly, the bank specified that it is still waiting for the approval of the 2025 treasury share purchase programme, for an amount of 4.75 billion, by the shareholders' meeting scheduled for 31 March, as well as the related authorisation from the ECB. The share buyback programme will be initiated after the closing of the acceptance period for the Offer and will depend on the final level of acceptances to the Offer. There is no impact on UniCredit's dividend policy. If, as expected, UniCredit does not acquire control of Commerzbank, the financial impact on capital will be minimal.

The opinion of the board

"The board of directors of UniCredit believes that the offer represents a reasonable and pragmatic measure with no downside, taking into account that the stake held continues to represent significant value creation regardless of whether or not the 30 per cent threshold is exceeded through the offer," the institution concluded.

The Germans' reaction

"Unicredit is required to make a takeover offer, having exceeded the 30 per cent threshold. This is prescribed by commercial law. It is now up to the two stakeholders. The political opinion of the government is clear. We want to maintain the indepedence of Commerzbank'. These are the words of German Chancellor Friedrich Merz, answering a question in Berlin's Chancellery about what the German government intends to do in the face of the exchange offer by Unicredit for Commerzbank. "But now Commerzbank has to give an answer and everything else will be seen in the coming weeks and months," Merz concluded.

Previously, it was a spokesman for the Ministry of Finance who spoke on Unicredit's move. "The federal government supports Commerzbank's strategy of independence. A hostile takeover would not be acceptable, particularly in light of the fact that Commerzbank is a systemically important bank," the spokesman said at a press conference regarding Unicredit's bid for Commerzbank. "The federal government takes note of the announcement that UniCredit intends to increase its stake in Commerzbank. If a formal offer is made, it will be up to Commerzbank's management board and supervisory board to examine it and make a recommendation to the shareholders. At the moment we see an announcement, but there is no formal offer yet. The federal government's position on this issue is known and remains unchanged in all points,' the spokesman said again.

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