Italian banking group UniCredit has signalled that its proposed acquisition of rival Commerzbank could incur significant additional costs due to Polish regulatory requirements concerning mBank. UniCredit, a prominent European banking group offering diverse financial services, launched a near €35 billion ($41 million) all-share bid for Commerzbank last month. Commerzbank is a leading German bank providing retail and corporate banking services. UniCredit currently holds almost 30% of the German lender, with its offer aiming to lift this holding slightly above 30%, allowing it to acquire further shares on the market after the offer’s completion.
UniCredit stated in documents ahead of a May 4 shareholder vote that if it were to acquire more than 50% of voting rights in Commerzbank, Polish rules would mandate a bid for the roughly 30% of mBank that Commerzbank does not already own. Commerzbank holds a 69.1% stake in mBank, a Polish financial institution with a market value of $14.5 billion, according to LSEG data. UniCredit clarified that these Polish regulations also necessitate any potential bid for mBank to include a cash component, with a minimum price determined by law, increasing the overall cost of the takeover.
A full takeover of mBank by UniCredit would lead to its delisting, a move Polish financial supervisors have consistently indicated a preference against. The potential obligation adds complexity, though it remains uncertain if UniCredit would acquire the entire 30.9% of mBank not owned by Commerzbank. UniCredit also cited risks for investors, noting that the uncertainty surrounding its pursuit of Commerzbank and potential integration could lead to the departure of high-level employees and client losses. The Italian bank initiated its bid following Commerzbank’s reported refusal to collaborate on initiatives aimed at creating shareholder value. UniCredit suggested Commerzbank’s clients could benefit from expanded products and services, especially in capital markets.
