One fallout from the financial crisis of 15 years ago was that it effectively put an end to big banking takeovers in Europe.
It is only in the past couple of years that deals have started to re-emerge. Not least, of course, was Austrian lender Bawag’s recent move to buy PTSB here. While the transaction is yet to formally close, barring some last minute hiccup, it is essentially a done deal.
This is a consensual deal, with PTSB having put itself up for sale, with the approval of its major shareholder, the State.
The same can’t be said for Germany’s Commerzbank. Italian lender UniCredit – led by inveterate dealmaker Andrea Orcel – has been sniffing around the German bank for years now. First he managed to build up Unicredit’s stake in Commerzbank before revealing a big holding in the firm.
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That was in 2024 and took the market, including Commerzbank, by surprise. Since then UniCredit launched a formal €35 billion bid in March, continued to build its holding and launched a tender offer for the outstanding shares it doesn’t already own.
We love a bad-tempered takeover fight and this is already one for the ages, with both the Commerzbank board and the German government against the takeover.
With the tender offer deadline fast approaching, UniCredit says it has secured an additional 11.9 per cent of shares in Commerzbank.
In conjunction with its previous direct stake of 26.77 per cent and 3.22 per cent of share-settled derivatives, the Italian bank now controls more than 41 per cent of Commerzbank’s equity, well above the 30 per cent threshold it wanted to cross.
What is unusual is the UniCredit offer is below the current Commerzbank share price, so investors would be in effect selling at below face value.
On Monday, Commerzbank urged German regulator BaFin to investigate what it called “unusual tender behaviour”, according to the Financial Times.
For its part, UniCredit rejected any suggestion of wrongdoing and went on to point out that if it buys Commerzbank it “would be in a position to appoint all shareholder representatives on the supervisory board, which in turn would have responsibility for appointing the management board”.
That is being seen as a thinly veiled threat to Commerzbank CEO Bettina Orlopp. Clearly, this cross border banking battle has a way to go yet.
