Italy Wary of Headquarters Issue in UniCredit-Commerzbank Talks, Sources Say

Italy Raises Concerns on UniCredit-Commerzbank HQ Location in Takeover Bid

Italy's Position and Regulatory Implications in UniCredit-Commerzbank Takeover

By Giuseppe Fonte, Valentina Za and Elvira Pollina

Concerns Over Headquarters Relocation

ROME, April 17 (Reuters) - Italy is concerned UniCredit could offer to move its head office to Germany to ease Berlin's opposition to a takeover of Commerzbank, three sources familiar with the matter said, despite the Italian bank ruling that out.

Golden Powers and National Interests

Italy has "golden powers" to protect national interests in corporate matters and could use them to set conditions on any Commerzbank deal, including preserving registered offices or key management functions in Italy, one of the sources said.

Legal Base as a Stumbling Block

Long a stumbling block, the question of the group's legal base is widely expected to surface in the talks UniCredit has said it wants to open with its bid for its German rival.

Details of the Takeover Bid

After building a near-30% stake in Commerzbank since September 2024 despite strong German opposition, UniCredit in March unveiled a 35 billion euro ($41 billion) all-share offer for Germany's second-biggest bank.

UniCredit CEO Andrea Orcel said last month the bid was meant to break an 18-month stalemate and "open a window of 12 weeks of engagement and dialogue and put all our cards on the table".

The offer will formally start once it receives all necessary regulatory approvals.

UniCredit's Official Position

A UniCredit spokesperson reiterated the bank's position. "As UniCredit has repeatedly stated, group headquarters are, and will remain, in Italy. There have not been any discussions or indeed requests to the contrary."

RED LINE

Germany is UniCredit's biggest foreign market and its weight would increase sharply if the Commerzbank deal went ahead. UniCredit operates in 13 countries.

"On a country basis, UniCredit's federal nature means each of its federated banks is highly empowered and locates its headquarters where it considers best for the country it serves," the spokesperson said.

The sources said Rome remained concerned, with one describing the issue as a red line for the centre-right government.

Significance of Legal Base Location

A person involved in a previous attempt by UniCredit to acquire Commerzbank said the location of a lender's legal base mattered because it gave governments greater confidence they could exert pressure in times of difficulty.

Italy last year used its golden powers to set conditions for UniCredit's bid for domestic rival Banco BPM, a deal whose failure UniCredit blamed on the government.

EU Dispute and Broader Implications

Those powers are now at the centre of a dispute with Brussels, which is keen to promote the single market and cross-border banking deals. EU competition authorities have opened an infringement procedure against Rome, challenging its claim that it can vet banking mergers on national security grounds.

($1 = 0.8453 euros)

(Editing by Mark Potter)