UniCredit now holds almost half of Commerzbank shares

UniCredit has announced it now holds 47.59 per cent of the German lender Commerzbank, after its voluntary share exchange offer closed.

In a statement, UniCredit said that it had tendered 17.6 per cent of Commerzbank’s shares which, added to its existing 26.77 per cent stake that confer the right to demand a further stake of 3.22 per cent, adds up to a total stake of 47.59 per cent.

The Italian bank added that this equals 49.65 per cent of Commerzbank voting rights, given that treasury shares cannot be voted. Commerzbank has previously committed to cancel its treasury shares.

“The completion of the tender offer periods represents a further step in the execution of UniCredit's strategic investment in Commerzbank,” UniCredit said.

“UniCredit continues to seek to engage constructively with all relevant stakeholders while pursuing the necessary regulatory and supervisory processes in relation to its investment.”

UniCredit’s takeover efforts have been ongoing since September 2024, at which time it took a 9 per cent stake in Commerzbank.

In March, UniCredit announced plans for a voluntary share exchange, offering Commerzbank shareholders 0.485 UniCredit shares per Commerzbank share, the equivalent of around €30.8 per share or a four per cent premium on Commerzbank’s 13 March closing price.

Alongside this, it continued to negotiate its €35 billion takeover bid with Commerzbank, which the German lender rejected in April and formally declined in May.

UniCredit has nevertheless continued to publicise its plans to transform Commerzbank, including an expansion throughout Germany and Poland and a target of €5.1 billion in net profits by 2028, nearly €1 billion above Commerzbank’s current projections.

Commerzbank has repeatedly cast doubt on UniCredit’s efforts. On 4 June, Commerzbank approached Germany’s financial regulator, Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), over statements by UniCredit that shareholders representing a 7.58 per cent stake had agreed to tender their shares.

The German lender alleged that many of these shares linked, directly or indirectly, to “UniCredit's derivative counterparties - not independent investors”. UniCredit rejected these claims.

The German government, which holds a 12.11 stake in Commerzbank is also vocally opposed to the potential acquisition.

Chancellor Friedrich Merz has described UniCredit’s activity as “hostile and aggressive,” and a government source also told Reuters the plan is “not viable” due to its commitment to protecting Frankfurt as a financial hub and the integrity of Germany’s ‘Mittelstand’ group of small and medium enterprises.



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