The most anticipated banking deal in Europe is about to enter its decisive phase. Unicredit, the Italian financial giant led by Andrea Orcel, is preparing to formalize its acquisition proposal for Commerzbank, Germany’s second-largest private bank, with a move that promises to reshape the continental banking landscape. The date circled in red is May 5th, the day the voluntary public takeover offer will be officially filed.
ORCEL: “YOU CAN’T GO AGAINST GRAVITY”
In an interview with the Frankfurter Allgemeine Zeitung, Orcel clearly explained the reasons driving him to attempt the strike, firmly rejecting any hypothesis of withdrawal. “I am confident that in the end it will be so, because the industrial logic is clear and, after all, you can’t go against gravity,” said the Italian banker. In his view, the competitive pressures weighing on European banks make sector consolidation not only desirable but inevitable. And if the operation does not materialize with Unicredit as the protagonist, another party would still step forward: “This is the reality of the market,” Orcel emphasized, reiterating to the Frankfurt daily (the city where Commerzbank has its headquarters) that the Italian bank’s position is now “consolidated” and that “a complete withdrawal is currently out of the question.”
THE PLAN FOR TOTAL CONTROL
Unicredit’s strategy towards the Frankfurt-based bank started a long time ago. The Italian bank entered Commerzbank’s shareholding during 2024, progressively building a significant position that today approaches 30% of the capital. A gradual but determined rooting – notes the economic daily Handelsblatt – that laid the foundations for the current integration attempt.
Before proceeding with the formal filing of the offer, Unicredit’s board of directors must obtain approval from its shareholders. An extraordinary meeting convened for Monday, May 4th is called to approve a capital increase, a preliminary and essential condition to proceed with the operation. Only then, the following day, can the formal offer be presented. We are almost there. Once the procedure is initiated, Commerzbank’s shareholders will have a four-week period to decide.
RESISTANCE FROM FRANKFURT AND BERLIN
On the opposite front, resistance remains strong and widespread. Commerzbank’s leadership, starting with CEO Bettina Orlopp and CFO Carsten Schmitt, continues to oppose the integration. The same position is held by the German federal government, which with a stake exceeding 12% of the capital ranks as the second-largest shareholder of the bank and has publicly and repeatedly expressed its opposition to the operation. Workers’ representatives have also sided against the acquisition, fearing significant job cuts.
In the weeks between March and April, two top-level meetings were held between the managements of the two banks following the announcement of the imminent offer. According to Handelsblatt, Orlopp had partially softened her initial stance, relinquishing the demand to receive in advance a detailed plan on structure, price, and other fundamental elements of the operation. However, according to all reports from German media, the proposals put forward by Orcel in those talks were not deemed sufficiently convincing by the Frankfurt counterpart.
FROM INTERRUPTED DIALOGUE TO DECISIVE NEXT MOVES
On April 7th, Commerzbank announced through an official statement that the key points of the operation verbally outlined by Unicredit did not show “an adequate value creation potential for its shareholders,” compared to continuing an autonomous strategy. Consequently, the Düsseldorf daily recalls, Commerzbank also refused the proposal to establish joint working groups to explore the technical and operational details of the potential merger. “Since April 7th, when Commerzbank rejected our proposal, contacts have completely ceased again,” Orcel confirmed to the Frankfurter Allgemeine Zeitung.
Despite the impasse, Unicredit’s CEO hinted that room for maneuver remains open. He expressed willingness to resume negotiations and, if circumstances justified it, to revise his offer upwards. “If in the coming weeks there are still talks and a compromise is reached, then something could change,” he said in the interview, adding that the solidity of the numbers will determine the extent of any possible offer adjustment. The game, therefore, is increasingly open.
