UniCredit to raise Commerzbank stake above 30%, rules out takeover

Core Viewpoint - UniCredit plans to increase its stake in Commerzbank above 30% but does not intend to pursue full control of the bank, which could reshape Commerzbank's shareholder structure if approved [1][4]. Stake Acquisition Details - UniCredit currently holds approximately 28% of Commerzbank, with about 26.04% through direct share ownership and the remainder via total return swaps [2]. - The 30% threshold is significant in Germany, as crossing it typically necessitates a full takeover bid; however, UniCredit aims to navigate this without triggering a complete acquisition [3][4]. Offer and Valuation - The exchange ratio for the share offer will be determined by Germany's financial regulator, with an expected ratio of around 0.485 UniCredit shares for each Commerzbank share [6]. - The offer values Commerzbank shares at approximately €30.80 each, representing a premium of about 4.1% over the closing price, implying an overall valuation of around €34.9 billion for Commerzbank [8]. Regulatory and Stakeholder Response - German officials will review UniCredit's proposal carefully, with the German government being a significant shareholder in Commerzbank, holding about 12.72% [10]. - The premier of Hesse emphasized the need to consider the interests of Commerzbank's employees and customers while maintaining Frankfurt's status as a leading financial center [11]. Historical Context - UniCredit began acquiring its stake in Commerzbank in 2024, initially acquiring about 9% and later increasing it to approximately 28% using derivative contracts [12]. - Despite strategic maneuvers, shares of both UniCredit and Commerzbank have declined this year, with UniCredit down about 10.5% and Commerzbank down more than 18% year-to-date [13].