UniCredit launches a €35 billion takeover bid for Commerzbank

The Italian financial group UniCredit is intensifying its efforts to increase its stake in Commerzbank and has announced it will launch a voluntary takeover bid for the German bank in the form of a share exchange offer. The Italian bank stated that it will offer the minimum required by German market regulations, namely 0.485 new UniCredit ordinary shares for each Commerzbank share contributed, amounting to approximately €35 billion. The Italian entity currently holds a direct 26% stake in the German bank, which rises to over 28% when financial instruments are included. Its objective is to exceed 30% of the capital, according to a statement. The German government, which is also a Commerzbank shareholder, has repeatedly refused to allow the Italian bank to acquire the institution. UniCredit's offer represents a 4% premium over last Friday's closing price. UniCredit explains that the takeover bid is preparing it to "overcome the 30% threshold under German mergers and acquisitions law and foster a constructive dialogue with Commerzbank and its stakeholders in the coming weeks." Securing a stable 30% stake, without control, would allow UniCredit to avoid constantly adjusting its shareholding to remain below this threshold due to the German bank's ongoing share buyback program. It would also allow UniCredit to increase its stake through market purchases or other means. "UniCredit's board of directors considers this offer a sensible and pragmatic step, without drawbacks, given that the current stake continues to generate significant value, regardless of whether the offer results in an increase in the stake above 30%," the Italian entity stated in its press release. The offer is expected to be formally launched in early May, with a four-week period.

In May, an extraordinary general meeting of shareholders will be convened to request authorization for the corresponding capital increase. If UniCredit fulfills or waives any of the conditions of the offer, the settlement is expected to be completed in the first half of 2027, once all necessary regulatory approvals have been obtained.