UniCredit’s voluntary €40 billion buyout offer for German lender Commerzbank concluded its main tender period on Tuesday, revealing an initial take-up of 12.41% of Commerzbank’s capital. This initial acceptance brings UniCredit’s total holding to 42.4%, encompassing a pre-existing 26.77% equity stake and 3.22% in share-settled derivatives. UniCredit, an Italian global banking and financial services company headquartered in Milan, provides a broad range of banking products and services across Europe. The German government, a significant Commerzbank shareholder, reiterated its opposition to UniCredit’s plans and officially rejected the offer on the same day.
While the primary offer period ended on June 16, the final outcome, including shares tendered up until midnight Frankfurt time on Tuesday, is slated for publication on June 19. Investors will have an additional two-week window, from June 20 to July 3, to tender shares under the original terms, with no further interim disclosures. The absolute final outcome will be released on July 8. UniCredit’s stated goal for the voluntary buyout was to push its Commerzbank stake past Germany’s 30% mandatory bid threshold, enabling it to acquire more shares on the market next year once the process concludes. The European Central Bank’s authorisation is critical for finalising the process and is not anticipated before the third quarter.
UniCredit aims to avoid a scenario where it is declared in control of Commerzbank with less than 50% plus one share, as accounting rules for minority stakes would significantly impact its core capital ratio. To mitigate this, the Italian bank could utilise its 13.19% holding in cash-settled derivatives to adjust its stake or potentially amend these contracts to share-settled swaps to achieve majority ownership. Should majority ownership be attained, UniCredit anticipates needing several years to integrate Commerzbank into its German unit, HVB, as a standalone entity. Questions remain regarding the ultimate combined entity’s headquarters, whether Frankfurt or Munich, and potential management changes at Commerzbank, which UniCredit has hinted at via shareholder meeting votes. Commerzbank CEO Bettina Orlopp has expressed openness to a deal, contingent on a higher premium and guarantees for its business model, while stressing that the combined entity’s structure should reflect Germany as the main market.
