UniCredit’s Commerzbank takeover could necessitate mBank offer
In a recent development, Italian banking giant UniCredit has indicated that taking control of Commerzbank could compel it to make an offer for the portion of Poland’s mBank that Commerzbank does not yet own. This move could significantly increase the overall cost of the transaction, as per Reuters.
UniCredit’s All-Share Offer for Commerzbank
The Italian bank, which currently owns close to 30% of Commerzbank, proposed an all-share offer worth nearly 35 billion euro ($41 billion) for the German lender last month. UniCredit stated that the offer would raise its stake to just over 30% and allow it to continue purchasing Commerzbank shares in the market after the transaction is finalized.
Concerns about Polish Regulations
However, in documents posted on its website prior to a 4 May shareholder vote on issuing new shares to fund the bid, UniCredit explained that crossing the 50% threshold in Commerzbank’s voting rights would activate Polish regulations. These rules would require UniCredit to make an offer for all of mBank.
Commerzbank’s Polish Unit and UniCredit’s Collaboration
In related news, Bloomberg reported that Commerzbank’s Polish unit is collaborating with UniCredit on a significant risk transfer tied to a portfolio of commercial property loans. As per sources, mBank is considering a possible deal linked to loans with an equivalent value of about €1.2bn ($1.4bn). However, these discussions are still in the preliminary stages, and details, including the size and timing, may be subject to change.
Commerzbank’s Stake in mBank and Possible Impact of UniCredit’s Offer
Commerzbank holds a 69.1% stake in mBank, which has a market value of $14.5 billion, according to LSEG data. UniCredit also noted that Polish regulations necessitate any such offer to include a cash component and to meet a minimum price determined by law. An offer for mBank by UniCredit could result in a delisting, despite Polish financial supervisors repeatedly indicating their preference for banks to remain listed.
Uncertainties and Risks for Investors
UniCredit also highlighted further risks for investors, stating that uncertainties tied to the pursuit of Commerzbank and any subsequent integration could lead to the departure of senior employees. This could result in potential client losses at both banks. The bank revealed that it decided to launch the offer after Commerzbank declined to collaborate on measures that could generate value for shareholders.
Benefits for Commerzbank Customers
UniCredit also emphasized that Commerzbank customers could benefit from a broader product range through UniCredit’s German subsidiary, in addition to extra services, particularly in capital markets. A higher stake “would support and further intensify efforts to unblock Commerzbank’s full potential,” the bank said.
Recently, Commerzbank confirmed that it has engaged in discussions in recent weeks with UniCredit but remains unconvinced by the Italian lender’s takeover proposal, reinforcing its intention to continue as an independent bank.
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