By Valentina Za
MILAN, March 18 (Reuters) – UniCredit Chief Executive Andrea Orcel said on Wednesday he did not rule out improving the terms of the bank’s bid for Commerzbank if merger discussions produced a positive outcome, adding that such a scenario was very remote.
UniCredit on Monday unveiled a 35 billion euro ($40 billion) takeover bid for Commerzbank, saying it did not want to gain control of the rival but to trigger tie-up discussions.
Orcel said the terms could be improved if a dialogue led to “an outcome that all stakeholders feel comfortable with” and UniCredit’s concerns “in terms of areas where we would need to prepare for plugging in gaps” were addressed.
“On that basis – could we review the terms of the offer, which then would become something completely different? … Of course we can,” he told a Morgan Stanley investor conference.
“At the moment… this is not a scenario that we are considering,” he added.
Speaking at the same conference on Tuesday, Commerzbank CEO Bettina Orlopp complained that UniCredit had failed to approach Germany’s No.2 bank with a detailed proposal and was keeping it in the dark on its vision for a tie-up.
REDUCE THE LEVEL OF ANGST
UniCredit’s initial investment in Commerzbank in September 2024 sparked a backlash in Germany.
“For us the main purpose of this offer is to break the stalemate,” Orcel said. “The objective is to open a window of 12 weeks of engagement and dialogue and put all our cards on the table.”
That, Orcel said, would ideally lead to “a common plan that we can all back or, at minimum, reduce the level of misunderstanding and the level of angst that everybody has by misinterpreting each other”.
UniCredit expects the bid – which offers a narrow 4% premium – to only slightly increase its current stake in Commerzbank of just below 30%, including a portion held through derivative contracts.
Under German rules, if UniCredit’s stake tops the 30% mandatory takeover threshold, the Italian bank is free to buy Commerzbank shares on the open market.
UniCredit expects to know the outcome of its bid in June or soon afterwards, unlocking its capital distribution plans. But settlement is only expected in the first half of 2027 after the necessary regulatory approvals.
Whatever the outcome, UniCredit will be more vocal in the future as Commerzbank’s main investor.
“There is one thing that will change, because that is the position that we have taken at board level … we will be much more public, much more proactive … on what we want, why we want it,” Orcel said.
($1 = 0.8669 euros)
(Reporting by Valentina Za, editing by Gavin Jones, Kirsten Donovan)
Comments