UniCredit Reaches 48% Stake in Commerzbank in Hostile Takeover Bid

Italian banking group UniCredit announced Wednesday that it has secured a 48% stake in Germany's Commerzbank. The disclosure marks a critical point in its hostile €45 billion ($51 billion) takeover bid, which was formally launched in May after an initial investment in September 2024. The prolonged effort has highlighted the difficulties of cross-border bank mergers within the eurozone.

Commerzbank has resisted the takeover, stating in response to the announcement that less than 2% of its retail and institutional investors had tendered their shares. The German lender claimed that most of the acquired shares came from "banks and parties connected to UniCredit," underscoring what it termed the deal's "low attractiveness." In a more conciliatory tone, Boris Rhein, the premier of Commerzbank’s home state of Hesse, called for the banks to engage in "constructive dialogue."

All eyes are now on UniCredit CEO Andrea Orcel's next move. His options include purchasing more shares on the open market, amending swap contracts to increase his stake, or entering into formal talks with Commerzbank. Reaching a 50% stake would allow UniCredit to name half of Commerzbank's supervisory board members, while a 75% stake would be required to force through a full merger. The German government, which still holds a 12% stake in Commerzbank, remains a significant minority shareholder.

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Despite UniCredit's momentum, several challenges remain. The deal has faced widespread opposition in Germany, which could result in bureaucratic hurdles. Furthermore, a wave of mergers and acquisitions in UniCredit’s home market of Italy could strain its financial capacity to complete the Commerzbank acquisition. Some investors have suggested they would be willing to sell their shares if UniCredit were to offer a higher price.