In the ongoing battle to acquire Commerzbank, Italian banking giant Unicredit has officially submitted a voluntary takeover offer for the Frankfurt-based financial institution. The Milan-based bank announced on Tuesday that it is offering shareholders an exchange of 0.485 Unicredit shares for each Commerzbank share. The offer will remain open for six weeks, until June 16.
Unicredit shareholders gave their approval for this move on Monday. At an extraordinary general meeting in Milan, a large majority voted in favor of a capital increase of up to €6.7 billion through the issuance of new shares. Unicredit intends to offer these shares to Commerzbank shareholders in exchange for their holdings.
The now formally submitted offer is widely regarded as unattractive. However, Unicredit states it hopes to at least exceed the threshold of 30 percent stake in Commerzbank. The Italians currently hold approximately 25 percent.
On Tuesday, Commerzbank stated that it "takes note" of the offer. The bank pointed out that based on Unicredit's closing price of €64.06 on May 4, the offer corresponds to a price of approximately €31.07 per share. "This represents a discount of 8.7 percent compared to Commerzbank's closing price of €34.02 on the previous day," the financial institution calculated.
Commerzbank's management and employees, as well as the German federal government, have spoken out against the takeover plans since Unicredit's initial entry into the bank.
In contrast, Unicredit CEO Andrea Orcel expressed optimism. The 30 percent mark would be "significantly" exceeded if investors who own shares in both banks accept the exchange offer, he said. Should the Italian bank fail to immediately take control of the Frankfurt bank, "the status quo also works very well," Orcel continued. The mere initiation of the takeover offer "spurs Commerzbank to improvements," which would also benefit Unicredit shareholders.
"It will take time, but with a lot of patience and if we take the right path, we will certainly succeed," the Italian emphasized. Unicredit entered Commerzbank in a big way at the end of 2024 and has since continued to increase its stake.
Orcel highlighted his bank's strong results. "These results show that a well-managed and diversified bank can achieve excellent returns throughout the entire macroeconomic cycle while simultaneously investing in its future," he declared. For the first quarter, Unicredit recorded a significant profit increase. Net profit rose 16.1 percent compared to the previous year's quarter to €3.2 million. Revenue increased by 4.9 percent to €6.9 billion, according to the bank's statements.
In April, the tone in the dispute over a possible takeover sharpened considerably. Commerzbank accused the Italians of "persistent hostile tactics and misleading representation."
Unicredit CEO Andrea Orcel had previously criticized Commerzbank's strategy plan and promised shareholders better prospects in the event of a takeover. The Frankfurt bank is relying on raising its financial targets to convince its shareholders that they would be better off with a continued independent Commerzbank.
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