UniCredit CEO Plays Down Full Commerzbank Takeover as Tender Offer Launches

CNBC reported Tuesday that UniCredit CEO Andrea Orcel is not counting on his bank seizing full control of Commerzbank, even as a formal tender offer for additional shares gets underway.

Speaking to CNBC’s Carolin Roth, Orcel described an outright majority position as outside the plan. He said the outcome ultimately rests with Commerzbank’s own shareholders. His tone was deliberate, framing the campaign as patient rather than aggressive.

Tender Offer Opens With a 30% Threshold in Sight

UniCredit wants to push its Commerzbank holding above 30%, a threshold that triggers formal regulatory consequences under German takeover rules. The Italian bank currently holds around 28% of its Frankfurt-based rival. That stake was built gradually after UniCredit first entered Commerzbank’s shareholder register in 2024.

The structure of the offer relies on a share exchange rather than a straight cash bid. UniCredit shareholders voted Monday to authorise issuance of up to 470 million new UniCredit shares. Those shares can be exchanged for Commerzbank stock tendered into the offer.

Orcel acknowledged that full control, while not the goal, would still generate strong returns for both sets of investors if it ever materialised. He did not treat the scenario as a threat.

Background: A Long-Running Cross-Border Pursuit

UniCredit’s pursuit of Commerzbank has drawn persistent resistance inside Germany. Politicians and labour representatives have repeatedly raised concerns about job security and the strategic importance of a major domestic lender remaining under German influence.

The Italian bank first disclosed a meaningful position in Commerzbank roughly two years ago, catching Berlin off guard. Since then, the two sides have been unable to reach a negotiated framework, leaving UniCredit to press forward unilaterally.

Record Earnings Give UniCredit Leverage

Orcel’s remarks coincided with a strong set of first-quarter results. UniCredit posted net profit of 3.2 billion euros for the period, a 16% increase year-on-year and well above the 2.8 billion euros analysts had pencilled in. The bank described it as the best quarter in its history and its 21st consecutive profitable period.

UniCredit shares climbed roughly 3% in early European trading following the earnings release and CEO comments. The market appeared to read Orcel’s measured stance as disciplined rather than uncertain.

The tender offer window is now open. Whether enough Commerzbank shareholders opt in will define the next chapter of one of Europe’s most closely watched banking deals.

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