(June 19): UniCredit SpA chief executive officer Andrea Orcel took another step towards a Commerzbank AG takeover after the first offer period increased the stake his bank can ultimately control to above 42%.
Investors representing 12.51% of shares took up UniCredit’s €42 billion takeover offer during the acceptance period ended on June 16. The bid will be re-opened on June 20 for an additional two weeks, according to a filing on Friday.
With UniCredit already owning 26.77% of Commerzbank shares, it will hold at least 39.28% once it obtains the tendered ones. UniCredit has also taken out derivatives that give it exposure to more Commerzbank shares and, overall, its position amounts to 42.5%, the Milan-based bank said in a separate statement.
“Such percentage increases to 44.33% once Commerzbank redeems its treasury shares, something it committed to do,” it added.
An acquisition would be Europe’s biggest bank deal in about two decades and create a new financial behemoth in the region. It would also turn UniCredit into a dominant force in Germany and boost its presence in Poland.
With the first round complete, Orcel stands to gain further influence over the German bank as its largest shareholder by far. Yet Commerzbank has long resisted the tie-up.
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Commerzbank under CEO Bettina Orlopp has said the price is too low and Orcel’s strategy proposals would damage its business model. The German government, which owns about 12% in the lender, is opposed as well, arguing that Commerzbank’s important role for the national economy means it should remain independent.
“The majority of our shareholders trust in the value creation potential of our stand-alone strategy,” Commerzbank said in a statement on Friday. “Based on the data available to us, the acceptance rate among institutional and retail investors stood at just slightly above 1%.”
“Nonetheless, we remain open to discussions, provided there is a genuine willingness on the part of UniCredit to seriously engage with the points we have raised,” Commerzbank added.
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UniCredit is offering 0.485 of its own shares for each one in Commerzbank, valuing the German bank at around €38.84 per share based on UniCredit’s closing price on Thursday, or about €42 billion for the whole firm. Commerzbank’s stock closed at €38.38.
UniCredit has said it will have to consolidate Commerzbank once it holds more than 50%. That would lower its CET1 ratio by 280 basis points.
The European Central Bank is assessing whether it should require UniCredit to consolidate Commerzbank even at an earlier stage given its growing control over the German lender, Bloomberg News has reported.
UniCredit won’t have ownership of the additional shares until the offer is over and it has received the relevant regulatory clearances. It expects completion to take place next year.
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