UniCredit targets Commerzbank control within months as takeover timetable accelerates

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UniCredit targets Commerzbank takeover

Highlights

UniCredit aims to secure control of Commerzbank and replace all 10 shareholder representatives on its supervisory board as early as February 2025, accelerating its initial takeover timeline.
After gaining control, UniCredit plans to restructure Commerzbank by unwinding €20 billion of non-core corporate lending, implementing cost cuts, and focusing reinvestment on German and Polish core markets.
Berlin has moderated its stance on the €45 billion deal, setting conditions related to Commerzbank’s Frankfurt presence and jobs, while final regulatory approvals are pending from the ECB, European Commission, and Poland.

Board overhaul and control timeline

As first reported by the Financial Times, UniCredit is preparing to call an extraordinary general meeting after receiving the remaining regulatory approvals needed to assert control over Commerzbank, according to people familiar with the matter.

Its base-case scenario is to secure control by the end of February and replace all 10 shareholder representatives on Commerzbank’s 20-member supervisory board, giving the Milan-based bank an effective majority. In its best-case scenario, that process begins in January.

That marks a faster timetable than UniCredit had previously indicated, when it suggested control could come in the second quarter of next year. The process could still slip to Commerzbank’s annual meeting in May if the German bank seeks to slow the changes, although its room to delay is limited, the people said.

Chief executive Andrea Orcel is also preparing to remove Commerzbank chief executive Bettina Orlopp and has resisted Berlin’s demand that the German government keep its two seats on the supervisory board. Berlin holds a stake of almost 13% in Commerzbank.

Cost cuts, restructuring and sector impact

Once in control, UniCredit is planning a broad restructuring of Commerzbank, including reducing parts of its international network, unwinding about 20 billion euros of corporate lending outside its core German and Polish markets that is not essential for Mittelstand clients, and cutting the bank’s cost base.

The savings plan includes lower spending on external consultants and marketing, while executive perks such as luxury-car travel would also be targeted, according to the people. One of them said the savings would be reinvested in Commerzbank’s core businesses in Germany and Poland.

Berlin has softened its opposition to a takeover in recent weeks, moving from outright resistance toward setting conditions for a deal. German finance minister Lars Klingbeil has called for Commerzbank to remain headquartered and listed in Frankfurt and for the interests of its 40,000 employees to be protected.

UniCredit has previously signalled it would cut about 7,000 jobs at Commerzbank in a takeover, while Orcel has rejected union claims that as many as 15,000 roles could disappear. The deal, valued at about 45 billion euros, would test whether cross-border banking consolidation in Europe can overcome long-standing political barriers.

UniCredit first disclosed a stake in Commerzbank in September 2024, and in July secured a 47.6% holding in its German rival through an offer carrying only a small premium. The bank is still awaiting final approvals from the European Central Bank, the European Commission and Poland’s financial regulator before it can formally assert control. UniCredit and Commerzbank declined to comment.

Our earlier coverage of BASF’s approach to buy Evonik examined the growing push for consolidation in Europe’s chemicals sector as weak demand, Chinese competition and planned capacity closures squeeze margins. We noted that the economics of a tie-up could be driven by sizable cost synergies, leaving scope for a higher bid and highlighting how restructuring and scale are becoming central to strategic moves across European industries.

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