UniCredit to Launch Offer to Raise Commerzbank Stake Above 30% — Update

By Adria Calatayud

UniCredit moved to raise its Commerzbank stake above 30% with a bid that would value the German lender at nearly $40 billion, as it tries to bring its rival to the negotiating table for a potential combination.

The Italian lender said Monday that the offer doesn't seek to gain control of Commerzbank, but to open a dialogue with it and wider stakeholders in a bid to break a stalemate between the two banks since UniCredit first took a position in its rival in 2024. It has since encountered opposition from both the target and the German government for a deeper tie-up.

"Our message to Commerzbank today is 'It is now time to talk,'" UniCredit Chief Executive Andrea Orcel said in a call with analysts. "We hope this offer underscores this message and our continued willingness for dialogue with Commerzbank management."

Commerzbank didn't immediately respond to a request for comment.

In UniCredit's past attempts to engage in talks, Commerzbank responded by demanding a proposal, Orcel said. UniCredit expects to be able to engage with its peer in light of the offer and to resolve a situation that Orcel called subpar for everyone.

Orcel said that if the two sides reach an agreement on a path forward, the outcome would be positive for both and pave the way for next steps that could add value, with or without UniCredit taking control of Commerzbank.

"I do believe that a combination would not only add a lot of value to shareholders, but a lot of value to Germany," he said.

UniCredit--which currently holds around 26% of Commerzbank through a direct stake and 4% via financial contracts--said its offer would be open to all shareholders of the German bank and for 100% ownership, though it doesn't expect to go significantly above 30%.

The offer exchange ratio will be determined by Germany's financial watchdog in the coming days, UniCredit said. The bank anticipates the ratio at 0.485 UniCredit shares for each Commerzbank share, which would value Commerzbank as a whole at 34.7 billion euros ($39.62 billion), or 30.80 euros a share, a 4.1% premium to its closing share price on Friday.

Shares in Commerzbank were up 4.7% at 30.98 euros in European morning trading, while UniCredit's were down 1.5% at 62.52 euros.

The offer is set to be formally launched at the beginning of May and remain open for four weeks, UniCredit said. Settlement should be completed by the end of the first half of 2027, it added.

UniCredit said it still plans to seek shareholder approval for a share buyback of 4.75 billion euros, pending authorization from the European Central Bank, and to start it after the Commerzbank offer closes.

Orcel cautioned that the buyback would be affected if UniCredit ends up achieving control of Commerzbank through the offer, a scenario he considered remote.

Write to Adria Calatayud at adria.calatayud@wsj.com

(END) Dow Jones Newswires

March 16, 2026 05:44 ET (09:44 GMT)