UniCredit $40 billion offer for Germany's number-two bank comes with unusual twist - it expects to fail

By Steve Goldstein

UniCredit is planning a bid for Commerzbank that it doesn't expect will net it control of the German bank.

UniCredit's bid to buy Germany's second-largest bank took another step forward on Monday after it said will launch a bid at a 4% premium.

The Italian bank said it's going to make a tender offer in May, lasting four weeks, to exchange 0.485 of its shares for each Commerzbank share, valuing the German lender at 30.80 euros per share as of Friday's trade, or EUR34.5 billion ($39.5 billion).

In early trade, Commerzbank shares (XE:CBK) rose 4% while UniCredit (IT:UCG) fell 2%.

UniCredit already holds 26% of Commerzbank directly and another 4% stake via total-return swaps. The bank said it wants to get around the 30% cliff-edge that exists under German takeover law and "foster constructive engagement with Commerzbank and its stakeholders in the coming weeks."

UniCredit says it doesn't expect to get control of the bank with the tender offer. It said there's "no downside" given the existing stake is significantly value accretive.

Analysts at Citi called the UniCredit move "astute."

"Any tender to this offer is likely to be limited in our view, based on the small premium, but it will likely take UniCredit narrowly above a 30% stake on which UniCredit is entitled full voting rights. In turn this will provide the company with significantly more flexibility to continue to increase the stake in the open market (where there are no limits unlike other countries) and will likely drive increased dialogue with Commerzbank and the German government," said analysts led by Andrew Coombs.

There will then be a 12-month restriction, to June 2027, before another bid could be launched, the analysts added.

UniCredit first started buying Commerzbank shares when the German government reduced its stake in Commerzbank in 2024. It initially bought 4.5% from the German government and another 4.5% on the open market.

The German government, still a Commerzbank shareholder with a 12.7% stake according to FactSet, has consistently opposed UniCredit's takeover ambitions.

-Steve Goldstein

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03-16-26 0548ET