UniCredit is moving closer to a potential takeover of Commerzbank after building a near-50% stake in Germany's second-largest bank. The lender is preparing governance changes that could begin as early as January, as it awaits the final regulatory approvals needed to secure control.
Highlights
- UniCredit expects to secure regulatory clearance and replace all 10 shareholder representatives on Commerzbank's supervisory board by end of February.
- UniCredit CEO Andrea Orcel plans broad management changes at Commerzbank, including removal of CEO Bettina Orlopp and Chairman Jens Weidmann.
- German government, holding a 13.3% Commerzbank stake, requires the bank to remain listed, headquartered in Frankfurt, and committed to German SME financing.
Planned board overhaul and approval timeline
As reported by Reuters, citing the Financial Times, UniCredit CEO Andrea Orcel is preparing to call an extraordinary general meeting once the Italian bank receives the remaining regulatory clearances required to take control of Commerzbank.The newspaper said UniCredit expects to secure control by the end of February and replace all 10 shareholder representatives on Commerzbank's 20-member supervisory board, a move that would give it an effective majority. Reuters says it cannot immediately verify the report, and neither UniCredit nor Commerzbank immediately responds to requests for comment.
Reuters reported earlier this month that Orcel wants broad changes at Commerzbank, including the departures of CEO Bettina Orlopp and Chairman Jens Weidmann.
German conditions and banking sector impact
UniCredit has been in a two-year struggle with the German government over control of Commerzbank. Berlin has softened its resistance after UniCredit built a stake of nearly 50%, but it still wants Commerzbank to remain listed, keep its Frankfurt headquarters and preserve its role in financing German medium-sized companies in Germany and abroad.Germany secured the right to appoint two board members when it rescued Commerzbank during the 2009 global financial crisis, and it still holds a 13.3% stake in the lender. Those conditions leave the planned takeover with strategic importance for Germany's banking sector as UniCredit seeks a stronger foothold in Europe's largest economy.
In our earlier article on UniCredit’s planned takeover of Commerzbank, we explained how the bank was aiming to secure control as early as February 2025 while preparing a major reshuffle of the supervisory board and senior management once approvals are in place. We also outlined UniCredit’s proposed restructuring plans and the key conditions Berlin has attached to any deal, given Commerzbank’s importance to Germany’s banking sector and Mittelstand financing.