UniCredit nears control in Commerzbank after it secures 48% stake

UniCredit has secured a 47.6% stake in Commerzbank, moving closer to control despite continued opposition from Germany's government and the lender's management

UniCredit said on Wednesday it had secured 47.6 per cent of the shares of Commerzbank, leaving the Italian bank just short of control of the German lender it has been trying to buy since 2024. 

UniCredit chief executive offier (CEO) Andrea Orcel, architect of the cross-border deal, must now decide if he wants to lift the stake above 50 per cent, allowing his bank to propose board changes at the Frankfurt-based lender or attempt to build consensus first as he had pledged to do. 

Present in Germany since 2005 through its Bavarian unit HVB, UniCredit could struggle to advance its takeover project in the face of deep-seated hostility from the government, unions and Commerzbank itself. 

 

Germany’s finance ministry renewed its criticism of UniCredit on Wednesday, calling its “aggressive and hostile approach” unacceptable. 

Commerzbank, which still has Berlin as a 12 per cent shareholder following a 2009 bailout, has opposed the deal but said it remained open to constructive dialogue with UniCredit, echoing similar comments by the Milanese bank earlier on Wednesday. 

Orcel and his Commerzbank counterpart Bettina Orlopp have held several rounds of short-lived informal talks, but attempts to hold substantive negotiations over the takeover bid have so far failed due to disagreements. 

UniCredit said it now expects the European Central Bank to declare it to be in control of Commerzbank under German rules.

It would, however, need majority ownership in order to name all shareholder representatives on Commerzbank’s supervisory board as Orcel has suggested it may seek to do. 

Workers’ representatives hold half of the seats on the board and they dislike UniCredit’s approach, said Hans-Peter Burghof, chair of banking and financial services at the University of Hohenheim. 

Though the supervisory board’s head, a role currently held by former Bundesbank chief Jens Weidmann, counts double in case of parity, the bailout contract reserves two seats to the government, which raises difficulties for UniCredit, Burghof said. 

Angering Commerzbank, Orcel has laid out to investors his plans to boost the German lender’s profits which, once in control, he would implement over a couple of years while keeping Commerzbank separate from HVB.