UniCredit to strengthen stake in Commerzbank to 30% laying groundwork for potential takeover

<p><a href="/quotes/UCG-IT/">UniCredit</a> has launched an offer to build its stake in <a href="https://www.cnbc.com/quotes/">Commerzbank</a> above 30%, a key regulatory threshold if the lender is to launch a full takeover bid.</p>
<p>The Milan-headquartered UniCredit already holds a 28% stake in Commerzbank, comprising about 26.04% in shares with the rest in total return swaps.</p>
<p>The deal is expected to involve an offer exchange ratio of 0.485 shares of UniCredit per share of Commerzbank, implying a 30.80 euro price per Commerzbank share, or a 4% premium.</p>
<p>UniCredit CEO Andrea Orcel said that, under German takeover rules, crossing the 30% threshold would allow it purchase Commerzbank shares on the market.</p>
<p>Opposing the move, Commerzbank said the offer does not deliver value for its shareholders and instead emphasized its focus on "independence and profitable growth."</p>
<p>UniCredit has been eyeing a potential bid for Frankfurt-based lender since taking a 9% stake in 2024. Under German takeover regulations, a 30% stake requires a mandatory offer for the remaining shares. UniCredit's bid is designed to overcome this 30% cliff-edge without reaching control.</p>
<p>Orcel said he does not expect the stake to go significantly above 30%. Taking its stake to 100% would eat up 200 basis points of the bank's capital, Orcel added in comments reported by Reuters.</p>
<p>"A full takeover scenario is remote," Orcel said.</p>
<p><a href="https://www.cnbc.com/2025/06/11/unicredit-ceo-commerzbank-shares-now-too-far-beyond-the-fundamentals-for-a-takeover-offer.html">Orcel told CNBC</a> last June that Commerzbank's share price then was too high for a merger deal.</p>
<p>However, Commerzbank's share price has fallen more than 18% since the start of the year, while UniCredit shares are down 10.5% year-to-date.</p>
<p>In a statement, the Frankfurt-based lender said UniCredit's announcement does not include any further information regarding key terms of a value-creating transaction, a "necessary basis for potential discussions".</p>
<p>"This move is not coordinated with us. The exchange ratio expected in the announcement does in fact not include a premium for our shareholders," said CEO Bettina Orlopp, adding the bank's top priority is to create sustainable value for its shareholders.</p>
<p>The German government, Commerzbank's second-biggest shareholder with about 12.72% of shares, is also resistant to any tie-up, with the ruling Social Democratic Party firmly opposed, according to German media reports.</p>
<p>The offer is expected to formally launch at the start of May, with UniCredit set to hold an Extraordinary General Meeting on May 4 to seek authorization for the related capital increase.</p>
<p>BlackRock is Commerzbank's third biggest shareholder, with 5.73%, with Norges Bank Investment Management holding 3.14%.</p>