Key facts
- UniCredit has disclosed it now owns 48% of Commerzbank's shares.
- The hostile takeover deal is valued at €45 billion.
- UniCredit's offer was launched in May, following an initial investment in September 2024.
- Commerzbank stated that less than 2% of retail and institutional investors had tendered their shares.
- The premier of Hesse, Boris Rhein, urged the banks to engage in dialogue.
UniCredit is nearing control of Commerzbank in its €45 billion hostile takeover bid, having disclosed it now owns 48% of the German lender's shares. The Milan-based bank, led by CEO Andrea Orcel, launched its offer in May, marking the culmination of a nearly two-year struggle between the two institutions.
Despite widespread German opposition and Commerzbank's assertion that less than 2% of investors have tendered their shares, UniCredit's momentum is widely perceived as unstoppable. Boris Rhein, the premier of Hesse, has called for constructive dialogue between the banks.
UniCredit's options include amending swap contracts to reach 59%, buying shares on the open market, or engaging in direct talks. While Orcel could force a merger with a 75% stake, Berlin's 12% ownership presents a challenge. Commerzbank executives are seeking a better premium for shareholders, with some indicating they would tender if the price were higher.
Analysts suggest UniCredit will likely have to consolidate Commerzbank post-tender offer and ECB approvals. However, challenges remain, including potential limitations on UniCredit's ability to participate in other domestic M&A and the risk of bureaucratic hurdles if Commerzbank or Berlin refuse to negotiate.