UniCredit signals openness for dialogue and willingness to build bridges with Commerzbank and key stakeholders

Action taken via launch of voluntary exchange offer to exceed 30% in Commerzbank

No expectation to achieve control

Offer has no downside vis-a-vis aim to trigger constructive engagement and the existing stake continues to be significantly value-accretive 

UniCredit announced the launch of a voluntary exchange offer on Commerzbank in accordance with Section 10 of the German Takeover Act.

The offer is designed to overcome the 30% cliff-edge that exists under German takeover law and foster constructive engagement with Commerzbank and its stakeholders in the coming weeks.

It is expected that UniCredit will achieve a stake in Commerzbank in excess of 30% without reaching control.

This would both remove the need for UniCredit to continuously adjust its stake to remain under the 30% threshold due to the ongoing Commerzbank share buyback programme and an ability to increase its stake freely in the open market or otherwise thereafter.

UniCredit currently holds a direct stake of around 26% in Commerzbank and an additional stake of circa 4% is held via total return swaps.

The offer exchange ratio will be determined by BaFin in the coming days based on the 3m VWAPs of both Commerzbank and UniCredit. We expect this to be 0.485 shares of UniCredit per share of Commerzbank implying a €30.8 price per Commerzbank share, or a 4% premium as of closing on March 13, 2026.

The Offer is expected to be formally launched at the beginning of May with an offer period of 4 weeks. An Extraordinary General Meeting will be called for May to seek authorization for the related capital increase. Subject to the fulfilment or waiver by UniCredit of the conditions to the Offer, settlement is expected to be completed by the first half of 2027 after having obtained all necessary regulatory clearances, as will be further detailed in the offer document.

UniCredit is still seeking shareholder approval for the 2025 share buy back in the amount of €4.75bn at the AGM on March 31 while ECB approval is pending. The SBB will commence after the offer period closes and depend on the final offer take up. There is no impact on our dividend policy.

If as expected UniCredit remains with no control in Commerzbank the financial impact on capital will be negligible.

The Board of UniCredit regards this offer as a sensible, pragmatic measure with no downside given that the existing stake continues to be significantly value accretive irrespective of the offer leading to an increased stake of over 30% or not.

All relevant further information on the Offer will be made available in accordance with applicable law on UniCredit’s website https://www.unicreditgroup.eu/en/investors/unicredit-unlimited-next-phase.html.

Source: Unicredit