unicredit has launched a proposal to increase its stake in Commerzbank to over 30%. This is an important regulatory criterion when lenders launch full share tender offers.
UniCredit, headquartered in Milan, already owns 28% of Commerzbank’s shares, with total return swaps giving it about 26.04% of the remaining stake.
The transaction is expected to include an offer exchange ratio of 0.485 UniCredit shares for each Commerzbank share, implying a price per Commerzbank share of EUR 30.80, or a premium of 4%.
unicredit.
UniCredit shares are down 10.5% since the beginning of the year, while Commerzbank shares are down more than 18% since the beginning of the year.
Under German takeover regulations, acquiring 30% of the shares requires a compulsory offer for the remaining shares. UniCredit’s bid aims to overcome this 30% cliff edge without reaching control.
UniCredit CEO Andrea Orcel said he did not expect his stake to significantly exceed 30%. Orcel added in comments reported by Reuters that a 100% stake would consume 200 basis points of the bank’s capital.
“The scenario of a full takeover is far away,” Orcel said.
Orcel told CNBC last June that Commerzbank’s stock price at the time was too high for a merger deal.
The proposed takeover is expected to be officially launched in early May, and UniCredit plans to hold an extraordinary general meeting on May 4 to seek approval for the related capital increase.
The German government owns approximately 12.72% of Commerzbank’s shares. BlackRock is the third largest shareholder with 5.73%, followed by Norges Bank Investment Management with 3.14%.
This is breaking news. Please refresh to check for updates.
