Commerzbank chief executive Bettina Orlopp said her bank could acquire UniCredit’s German unit HVB in exchange for Commerzbank shares. She presented that transaction as one of three possible structures for combining the two banks. The alternatives were a direct merger between UniCredit and Commerzbank or a new UniCredit offer to Commerzbank's remaining shareholders, which she said would most likely include a premium, aimed at lifting UniCredit's holding above 90%.
UniCredit has secured access to close to 50% of Commerzbank’s voting rights through its existing holding and shares tendered under its offer. Transfer of the tendered shares remains subject to regulatory approvals. UniCredit built its position despite opposition from the German government.
HVB ENTERS THE DISCUSSION
An HVB transaction would reverse the usual framing of Commerzbank as UniCredit’s takeover target. Paying in Commerzbank shares would increase UniCredit's stake in Commerzbank.
Orlopp described the structures as options on the table as talks between the two banks continued.
OWNERSHIP THRESHOLDS MATTER
UniCredit’s access to almost 50% of voting rights would become effective as tendered shares transfer after the required approvals. The two banks are now working on a possible merger, Reuters reported.
The next milestone is regulatory approval for the transfer of the shares tendered to UniCredit. None of the three structures has been agreed. The German government holds just under 12% of Commerzbank.