FRANKFURT/MILAN (dpa-AFX) - Unicredit has overtaken the German government to become the largest direct shareholder in Commerzbank. The Italian banking giant achieved this by exercising financial instruments through which it already controlled the shares. This move does not change the total direct and indirect stake of just under 30 percent.
However, the Italian bank has once again drawn the ire of Germany's second-largest private bank. "This step has once again not been coordinated with Commerzbank," stated the institution, which has been striving for months to maintain its independence.
The news was initially well received by Commerzbank investors on the stock market: the DAX-listed bank's shares rose by as much as two and a half percent, reaching their highest level since 2011. By midday, however, the stock slipped by up to one percent into negative territory, after a period of strong gains.
Since Unicredit's surprise entry in September, Commerzbank's market value has surged almost 140 percent to around €35 billion. Unicredit's own market capitalization has swelled by nearly 70 percent to €94 billion. Unlike Commerzbank shares, Unicredit's stock managed to retain its early trading gains on Wednesday, ending up more than three percent.
Deutsche Bank analyst Giovanni Razzoli sees the increase in direct holdings as an acceleration of Unicredit's takeover strategy. However, Delphine Lee of US bank JPMorgan does not expect a takeover offer for Commerzbank in the short to medium term. She believes Unicredit is likely to focus for now on acquiring Banco BPM in Italy.
On Tuesday evening, Unicredit announced it had doubled its direct stake in Commerzbank--and thus its voting rights--from just under 10 percent to around 20 percent. To do so, it converted more than half of its held financial instruments into shares, overtaking the German government as the largest Commerzbank shareholder. The German state, which saved Commerzbank from collapse during the global financial crisis with billions in taxpayer funds, still holds just over 12 percent.
Already present in Germany through Munich-based Hypovereinsbank (HVB), Unicredit has signaled it is not stopping there: it plans to convert the remaining financial instruments--representing around 9 percent of shares--into stock "in due course."
Should Unicredit further increase its direct stake, it would approach the 30 percent threshold that would legally require it to make a takeover offer to the remaining Commerzbank shareholders.
The Italians made their large-scale entry into Commerzbank in September after the German government partially divested, securing a significant stake both directly through shares and indirectly via financial instruments. In March, Unicredit received approval from the European Central Bank's banking supervisor to raise its stake in the DAX-listed group to just under 30 percent. The German Federal Cartel Office also gave the green light.
In the event of a takeover bid, Unicredit would not face resistance from Germany's top competition authority. "From a competition perspective, I see no issues," said cartel office chief Andreas Mundt. "If there were a follow-up decision, I don't see us taking a different view--the standards always remain the same, it makes no difference."
However, not only analysts and experts consider a takeover offer unlikely in the near future. Unicredit CEO Andrea Orcel recently stated that Unicredit was "far away" from making a bid for Commerzbank. The future of Unicredit, he said, was "very bright"--with or without acquisitions. Orcel added that Unicredit could take until 2027 to decide on a formal offer for Commerzbank.
Unicredit faces strong resistance at Commerzbank. Both the management team led by CEO Bettina Orlopp and employee representatives reject a takeover. Commerzbank continues to advocate for independence, citing ambitious return targets and plans to cut thousands of jobs.
"The adjustment of UniCredit's position has no impact on our strategic direction or ambitions," Commerzbank emphasized. Recent record results, it said, "prove that our independent business model works."
Commerzbank is also receiving political backing. Chancellor Friedrich Merz (CDU) expressed support for the bank in a letter to Commerzbank's works council chairman Sascha Uebel, stating the federal government's commitment to a "strong and independent Commerzbank."
A spokesperson for the Federal Ministry of Finance said the government rejects Unicredit's renewed, uncoordinated, and unfriendly approach. The government supports the strategy of independence and will not sell its stake.
Employee representative Uebel, who is also deputy chairman of the Frankfurt-based DAX group's supervisory board, reaffirmed his opposition: "My position and that of the works council remain unchanged: Orcel should abandon his hostile takeover."
Recently, Orcel had written to Merz and Federal Finance Minister Lars Klingbeil (SPD) advocating for a merger and offering concessions regarding branch networks and the German headquarters--but was rebuffed.
