By Valentina Za

MILAN (Reuters) -Italy's UniCredit is ready to let its offer for Banco BPM lapse, CEO Andrea Orcel said on Tuesday, but added the situation was different for Commerzbank where his bank owns a 28% stake and is prepared to wait.

UniCredit built the stake in late 2024 and wants to merge its HVB business in Germany with the country's second-biggest bank, a plan that faces strong opposition in Berlin.

UniCredit's offer for Italian rival Banco BPM is also in trouble after the government imposed conditions in order to clear it, which UniCredit has said could be harmful. It has filed a complaint with an Italian administrative court.

The court decision, however, won't arrive in time, Orcel told the national assembly of Italy's FABI banking union, and UniCredit could just let the offer lapse because it is not financially advantageous on its current terms.

The Banco BPM offer runs until July 23.

Matters are different with Commerzbank.

"We have 30%. I'll repeat that: we have 30%. The fact that we're polite and fair people who are waiting for the right moment to engage with the German government doesn't change the fact that we have 30%," Orcel said.

He reiterated that UniCredit had three options: keeping the stake, selling it at a profit, or starting talks for a full merger, which Orcel has said he will only pursue if all stakeholders support it. 

"We're in no rush, we'll wait," he said.

Orcel, one of Europe's most experienced M&A bankers, has previously said a decision on what to do with the Commerzbank stake is a matter for 2026 or 2027.

Asked if Commerzbank might pursue a merger with a domestic rival as a defence strategy against UniCredit, Orcel said this was a risk, but that Commerzbank shares were not attractive because of the built-in M&A premium.

"Commerzbank trades at a 30-40% premium on all the other European banks because of speculation," he said.

He added that any buyer would need to own two thirds or, more likely, three quarters of Commerzbank.

"So whoever that is, they'll have to come talk to us," Orcel said.

(Reporting by Valentina Za. Editing by Cristina Carlevaro and Mark Potter)