Commerzbank: Offer backed 'mainly by the bidder'

(Alliance News) - Commerzbank AG said Wednesday that support for the share-exchange offer launched by UniCredit Spa came mainly from parties linked to the bidder, as the Italian bank reported further progress in its controversial transaction targeting the Frankfurt-based group.

At the close of the acceptance period, UniCredit said 17.60% of Commerzbank's share capital had been tendered into the offer, a result it described as 'well above initial expectations'.

Adding this stake to its direct holding of 26.77% and to financial instruments that grant the right to obtain a further 3.22%, UniCredit reaches an overall stake of 47.59%, corresponding to 49.65% of the voting rights in the German bank.

UniCredit expects its voting stake to rise to 49.65% once Commerzbank cancels its treasury shares, a step the Italian bank said the German lender has committed to carry out.

'The completion of the acceptance period marks a further step in executing UniCredit's strategic investment in Commerzbank,' the Italian group said, adding that it will continue to engage constructively with all stakeholders and to advance the necessary authorization process.

Commerzbank responded, however, that based on the information gathered, the portion tendered by independent institutional and retail investors was below 2%. According to the German bank, support for the offer comes mainly from UniCredit itself or from shareholders connected to it.

'The low level of acceptance by independent shareholders clearly demonstrates the offer's limited appeal,' Commerzbank said, also stressing that the shares held directly by UniCredit, the derivative positions and the securities tendered should not be treated as a single aggregated position. The bank added that it also remains unclear to what extent borrowed shares were tendered and what hedging transactions were carried out.

Chief Executive Officer Bettina Orlopp reiterated that the bank will continue to focus on the interests of customers, employees and shareholders, recalling Commerzbank's role as the leading financial partner of Germany's Mittelstand and as a bank serving more than 10 million retail customers.

Supervisory Board Chairman Jens Weidmann also emphasized that 'stability and reliability remain essential elements' for the bank's business and its customer relationships.

Commerzbank said it remains 'open to a constructive dialogue with UniCredit', but specified that any synergies from a combination of the two groups can be realized effectively and within a reasonable timeframe only through a solution agreed with management, employees, their representatives and the German federal government, the bank's largest shareholder.

Finally, Commerzbank confirmed its financial targets for 2026 and for the period through 2030 remain unchanged, reiterating that it remains focused on creating value for all stakeholders.

On Wednesday morning in Milan, UniCredit shares were down 3.5% at €79.38, for a market capitalization of €119.61bn. Commerzbank was down 1.3% at €37.78 per share, with a market cap of €42.98bn.

By Holly Munks, Alliance News reporter, translated by Chiara Bruschi

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