Unicredit’s Commerzbank Plans Under Scrutiny
Unicredit, an Italian bank, is considering increasing the number of German members on its board if it helps facilitate its acquisition of Commerzbank, a deal that has faced strong opposition from Berlin.
Sources suggest that during acquisition talks, Unicredit might propose making board representation more reflectively German. The partnership could mean that around a third of Unicredit’s balance sheet emerges from Germany, and the bank could propose adjusting board representation accordingly, taking country contributions into account.
Unicredit’s interest in Commerzbank became evident last September, surprising the German government. Since that moment, the Bank of Italy has secured a 29% stake through various financial maneuvers, and CEO Andrea Orcel has expressed his ambition for a complete takeover.
However, both Commerzbank’s board and Berlin have shown clear opposition to Unicredit’s pursuit of Germany’s second-largest lender. German Prime Minister Friedrich Merz and Finance Minister Lars Klingbeil have dismissed the notion of a “friendly” acquisition, emphasizing their preference for keeping Commerzbank independent.
Currently, there are no ongoing talks involving Unicredit, Commerzbank, or the German government regarding potential offers. Earlier this year, Orcel indicated that Unicredit might hold off on deciding about Commerzbank until 2027.
Board representation is just one of several strategies Unicredit could employ to strike a deal with Commerzbank.
Unicredit is already present in Germany through its Hypovereinsbank (HVB) subsidiary, acquired back in 2005. Other proposals could include maintaining a German-based HVB and combining it with Commerzbank, keeping certain branch percentages open, or committing to sustained loan periods, a common practice in bank acquisitions.
Insiders mentioned that altering governance structures is a typical approach in negotiations but noted that any strategic proposals must first gain approval from Unicredit’s board. Yet, it’s also suggested that concessions may not always be possible, indicating that for any progress, Commerzbank will need to engage in discussions and find a midpoint.
Unicredit has opted not to comment on the situation.
Historically, Unicredit has restructured its board after previous acquisitions. When it bought HVB, the German lender’s Chief Executive Dieter Rampl took on the chairman role of the unified entity. However, Rampl’s time in charge was fraught with difficulties; he ousted CEO Alessandro Profumo in 2010 but ultimately departed in 2012 without successfully reshaping the board’s structure.
