UniCredit wins ECB approval to control Commerzbank
UniCredit, Italy's second-largest bank, announced that the European Central Bank has authorized its control of Commerzbank, following a hostile takeover bid that increased UniCredit's stake to 48 percent. This €45 billion offer is set to be Europe's largest cross-border banking deal since the global financial crisis.
The ECB's authorization allows UniCredit to exceed the 30 percent ownership threshold in Commerzbank and increase its stake further without limits. UniCredit anticipates gaining control of Commerzbank by year-end, expecting around 50 percent of voting rights after completing remaining regulatory processes. This marks a significant step in a takeover strategy that UniCredit CEO Andrea Orcel has pursued for over two years, building on previous studies by his predecessors.
Despite opposition from Commerzbank and the German government, UniCredit secured enough shares to control ordinary shareholder resolutions. Critically, it remained below the 50 percent threshold, avoiding a mandatory buyout of minority investors in Commerzbank's Polish unit, mBank. This strategic positioning allows UniCredit to exert influence without incurring additional costs associated with a full buyout.
UniCredit CEO Andrea Orcel has directed Commerzbank to implement his profit-boosting strategy starting January, while delaying a full merger until 2029-2030. Orcel has also engaged with German government representatives, who seek assurances regarding Commerzbank's Frankfurt headquarters, job protection, and continued lending to German businesses. The report indicates Orcel's intent to call a shareholder vote to install new leadership at Commerzbank once shares are obtained, bypassing the next annual general meeting.
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