UniCredit gets ECB's nod for Commerzbank, says decision in 2026

By Valentina Za and Tom Sims

MILAN (Reuters) -The European Central Bank has given UniCredit the green light to buy up to 29.9% of Commerzbank, the Italian bank said, adding it would likely wait until next year before deciding whether to pursue a full takeover.

With Germany up in arms against the potential acquisition, UniCredit's CEO Andrea Orcel, a veteran dealmaker, has thrust his bank into fast-moving Italian consolidation and put on ice his ambitions for a pan-European tie-up.

"Hostile takeovers in the banking sector are not appropriate, especially when it comes to a systemically important bank," Germany's finance ministry said on Friday.

The ECB's approval was expected given UniCredit's financial strength and industry supervisors' support for consolidation efforts, yet it marks a key step towards what could potentially be Europe's biggest cross-border banking deal since the global financial crisis.

"The ECB has removed a powerful argument Germany could have used to oppose a potential acquisition," said Ignazio Angeloni, a former ECB superviser now at Bocconi University's Institute for European Policymaking.

UniCredit's plans for Commerzbank immediately sparked an angry backlash in Germany, with the Frankfurt-based lender rescued by the state in 2009 vowing to remain independent.

"We are convinced of our strategy," Commerzbank said on Friday, noting the ECB's decision did not change UniCredit's position as a mere shareholder.

Orcel has repeatedly said he would consider buying Germany's second-biggest bank only if all stakeholders are supportive.

"UniCredit is awaiting the opportunity to initiate a constructive dialogue with the new German government once formed," it said in a statement.

There are still many factors that will determine any future steps and their timing, UniCredit said.

"Our original timeline for deciding on whether to proceed or not with a potential combination is now likely to extend well beyond the end of 2025," it added.

UniCredit's ambitions over Commerzbank date back to 2001, even before its 2005 acquisition of Munich-based HVB.

After failed attempts by his predecessors to grow UniCredit's German footprint, Orcel in September outbid rivals in a government sale of Commerzbank shares, doubling the stake he had already bought on the market. He then went on to accumulate the right to own 28% of the bank through derivatives.

Clearance from Germany's competition authority is necessary before UniCredit can convert the derivatives into shares.

M&A GAME

With consolidation in UniCredit's home market speeding up due to Rome's own privatisation plans for bailed-out bank Monte dei Paschi di Siena, Orcel has been forced to shift his focus to domestic dealmaking.

In November, UniCredit unveiled a hostile bid for domestic rival Banco BPM which it could launch next month, after unveiling late on Thursday ECB approval to issue the shares needed to fund the takeover, currently worth up to 13.5 billion euros ($14.7 billion).

Orcel has reassured investors that the two potential deals will not overlap.

He has also acquired a 4.2% stake in Generali and built derivatives for clients to hold another 5%-plus of Italy's biggest insurer.

UniCredit has described the Generali stake as a financial investment, but bankers say it strengthens Orcel's hand in the M&A game unfolding in Italy.

Orcel has driven a six-fold increase in UniCredit's share price, using the gains from higher interest rates to bump up payouts for investors.

UniCredit's 80 billion euro market size compares with 28 billion at Commerzbank, whose shares have gained 60% since September.

With the banking union project incomplete, the euro zone is not equipped to deal with a crisis of the size of UniCredit/Commerzbank, warned Tobias Troeger, a Goethe University business law professor.

"I understand politicians' concerns against European cross-border banking consolidation before the institutional framework is made fit for purpose," he said.

($1 = 0.9207 euros)

(Reporting by Valentina Za in Milan and Tom Sims in Frankfurt, Additional reporting by Christian Kraemer in Berlin; Editing by Susan Fenton and Elaine Hardcastle)