UniCredit says it met its goal in Commerzbank bid as stake reaches 34%
UniCredit's Takeover Bid for Commerzbank: Progress and Implications
By Valentina Za
Stake Increase and Current Status
MILAN, June 2 (Reuters) - Italian bank UniCredit has increased its direct stake in Commerzbank to 34.4%, it said on Tuesday, under the takeover bid it launched on May 5 amid widespread hostility in Germany.
Investor Participation and Tender Period
* Investors have tendered Commerzbank shares representing 7.6% of the Frankfurt-based bank's capital as of Tuesday, according to data UniCredit publishes weekly under German takeover rules.
* The bid runs until June 16 and it is currently at a discount to market prices. Institutional investors typically wait with their decision until the last few days of the tender period.
Voluntary Exchange Offer and Strategic Intent
* UniCredit has said its voluntary exchange offer was intended to nudge its 27% Commerzbank stake just above the mandatory takeover threshold of 30%, allowing the Italian bank to buy more Commerzbank shares on the market later.
Derivatives and Final Stake Flexibility
* In addition to its direct stake, UniCredit holds derivatives on 16.4% of Commerzbank's share capital, but most of those can only be settled in cash, which the bank said gave it the option to lower its final stake if needed.
Including some share-settled derivatives, UniCredit's Commerzbank holding stands at 37.6%.
German Government Response and Market Context
Official Statements and Ownership
* A German finance ministry spokesperson said the government was aware of the latest developments and that its position remained unchanged. Germany still owns 12% of Commerzbank and it has rejected UniCredit's approach as hostile.
Leadership Pressure and Regulatory Considerations
* UniCredit Chief Executive Andrea Orcel, a veteran investment banker, is under pressure to clinch a deal after he put the brakes on various previous takeover attempts since becoming CEO in 2021.
* He has pledged to meet certain financial return criteria which require UniCredit to avoid a situation where regulators declare it in control of Commerzbank without majority ownership.
Offer Details and Market Valuation
Share Exchange and Valuation
* The Italian bank is offering 0.458 new UniCredit shares for each Commerzbank share tendered. Based on Monday's closing price of €73.72 per UniCredit share, the bid values Commerzbank at €35.75 a share - below Monday's closing price of €37.
UniCredit's Statement on Objectives
* "UniCredit has met the objective ... of exceeding 30% to ensure certainty with regards to its stake and create optionality following the offer to acquire further shares, as and when the opportunity arises," it said.
Additional Reporting
(Additional reporting by Friedrike Heine and Kristian Kraemer in Berlin; Editing by Gianluca Semeraro, Gavin Jones and Tomasz Janowski)
