UniCredit has moved closer to gaining effective control of Commerzbank after raising its holding in Germany's second-largest lender to 47.6%. The increased stake leaves the Italian bank short of an outright majority, but analysts say it could still wield de facto influence over shareholder decisions at that level.
Highlights
- UniCredit's holding in Commerzbank rises to 47.6% after investors representing 17.6% of shares accept its €44 billion all-share takeover offer.
- The acceptance rate surpasses analyst expectations, giving UniCredit effective control despite remaining under the 50% threshold required for decisive board and governance influence.
- UniCredit must still overcome regulatory hurdles and opposition from the German government, which holds a 13% stake, and trade unions to finalize the takeover.
Take-up lifts UniCredit's holding
As reported by Financial Times, UniCredit says investors representing 17.6% of Commerzbank shares accept its 44 billion euro takeover offer during the acceptance period. That adds to the nearly 30% stake the Italian bank already held before launching the all-share bid in March.The take-up is significantly higher than analysts expected when chief executive Andrea Orcel launched the offer with a premium of just 4%. The bid is widely viewed at the time as a move designed to avoid breaching the 30% threshold under German takeover law, rather than as an offer intended to secure immediate control.
UniCredit has already become Commerzbank's largest single shareholder after it began building its stake in 2024. Its current holding still remains subject to regulatory approval.
Government and regulatory hurdles remain
Although the stake remains below the 50% threshold that would give UniCredit decisive influence over board appointments, strategy and governance, analysts say the bank could still exercise effective control below that level. They add that ownership of roughly 40% to 45% of voting rights may be enough to secure de facto control at shareholder meetings because attendance is rarely complete.Even so, a full endgame remains complex. UniCredit still has to navigate potential regulatory obstacles, while also dealing with the German government, which holds close to a 13% stake, and influential trade unions that are likely to play an important role in any further deal progress.
Our earlier report on the wave of UK takeover bids showed that acquisition activity has been dwarfing new listing volumes in London this year, adding to concerns about the shrinking of public markets. We noted that proposed deals worth tens of billions of pounds have far outpaced the market value of new entrants, even as rule changes and follow-on fundraising point to improving listing conditions.
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