UniCredit plots Commerzbank shake-up amid takeover pursuit
UniCredit has announced plans for a far-reaching reshuffle of its Commerzbank takeover bid, with the aim of transforming the German lender into a “new future-ready era”.
UniCredit chief executive Andrea Orcel said in a conference call on Monday that a “real combination” of UniCredit and Commerzbank would send a “clear signal” and create a “country leader and reference point”.
He added that the plan would create “a federal pan-European group and a European standard that others can follow.”
UniCredit has been eyeing a potential bid for the Frankfurt-based lender since it took a 9 percent stake in 2024, which has since risen above the 30 percent benchmark that requires a mandatory full takeover bid under German financial rules. Commerzbank had previously opposed the merger, emphasizing instead a focus on “independence and profitable growth”.
Commerzbank shares were up 0.8% at around 10:30 a.m. (5:30 a.m. ET) in London. UniCredit was 2.2% lower in morning trading.
Commerzbank.
Orcel said UniCredit’s plan would bring together two “highly complementary” lenders and provide “significant cross-border value” and “investment firepower” to unlock 1.1 billion euros ($1.2 billion) in value creation by 2030.
Commerzbank has underperformed in recent years, Orcel said, adding that its current “momentum” strategy prioritizes growth outside core markets and means the underperformance will continue into 2028.
Orcel said the German bank’s current path, which is sensitive to macro conditions, does not address “underlying structural vulnerabilities” and potentially risks requiring “another painful restructuring” down the road.
‘A new chapter’
It warned that the Frankfurt-based lender risked being “increasingly ill-suited to a rapidly changing banking environment” and said its current approach did not increase investment in technology and artificial intelligence.
Instead, Orcel said UniCredit’s “Unlocked” offering represents a “new chapter” that will strengthen Commerzbank and refocus on its core markets of Germany and Poland.
Unicredit, Commerzbank’s largest investor, claims its “Unlocked” approach will add 600 million euros in net profit to around 5.1 billion euros ($6.00 billion) in 2028.
Orcel described two possible scenarios for the Commerzbank bid: one in which UniCredit remains in full control, or a situation in which the Italian bank can take control and offer returns to shareholders above the cost of equity capital.
UniCredit.
If UniCredit takes control, Commerzbank will be kept “completely separate and distinct”, initially for 18 months until 2028, as it requires significant harmonization.
But later, under a possible “Combination” scenario, a fully transformed “future-ready bank” will be merged with UniCredit-owned HypoVereinsbank and aligned with HVB’s “superior performance”.
UniCredit said in an earlier statement that Commerzbank was “underprepared for future challenges” and was “overly focused on short-term delivery”.
“UniCredit believes that Commerzbank must be repositioned to be future-ready by accelerating revenue growth and focusing on investment and transformation,” the bank added.
Following talks with UniCredit on April 7, Commerzbank said it did not see “any basis for a mutually agreed value-enhancing transaction”.
He added that the Italian lender “has failed to demonstrate its potential to create sufficient value for Commerzbank’s shareholders” beyond its own existing standalone strategy.
