UniCredit has announced plans to raise its stake in Commerzbank above the critical 30% threshold, a move that could lay the groundwork for a potential takeover under German regulatory law [1]. Currently, UniCredit holds a 28% stake in Commerzbank, with approximately 26.04% in shares and the remainder through total return swaps [1]. The proposed deal features an offer exchange ratio of 0.485 UniCredit shares per Commerzbank share, translating to a price of 30.80 euros per Commerzbank share and representing a 4% premium [1].
Market reaction has been negative, with UniCredit shares down 10.5% year-to-date and Commerzbank's share price falling more than 18% since the start of the year [1]. The German government is a significant shareholder in Commerzbank, holding about 12.72%, while BlackRock and Norges Bank Investment Management own 5.73% and 3.14%, respectively [1].
Under German takeover regulations, surpassing the 30% stake triggers a mandatory offer for the remaining shares. UniCredit's bid is structured to cross this threshold without immediately seeking control, as CEO Andrea Orcel stated he does not expect the holding to increase significantly above 30% [1]. Orcel also noted that a full takeover scenario is remote, citing that acquiring 100% of Commerzbank would consume 200 basis points of UniCredit's capital [1].
The formal launch of the offer is expected at the start of May, with UniCredit planning an Extraordinary General Meeting on May 4 to seek authorization for the related capital increase [1]. Orcel previously commented that Commerzbank's share price was too high for a merger deal as of last June [1].
CONCLUSION
UniCredit's move to increase its stake in Commerzbank above 30% signals a strategic step toward a potential takeover, though CEO Andrea Orcel downplays the likelihood of a full acquisition. The market has reacted negatively, with both banks' shares declining year-to-date. The upcoming Extraordinary General Meeting in May will be pivotal for the next phase of this transaction.