Germany, which holds a 12% stake in Commerzbank, has rejected UniCredit's hostile share exchange offer (OPS), preferring to maintain the independence of the German bank and criticizing the Italian group's approach as "aggressive." The decision was announced in a statement issued by the German Finance Agency (Finanzagentur), which manages the state's stake in Commerzbank.
The note emphasized that accepting the offer was "economically out of the question," underlining that the offer did not propose a sufficient premium compared to Commerzbank's current stock market price. The transaction is politically sensitive in Germany, where the federal government remains the second-largest shareholder in the Frankfurt-based bank; this stake is a legacy of the 2008 financial crisis.
Beyond financial considerations, Berlin highlights the strategic aspects of the transaction. The statement noted that Commerzbank "plays a key role in financing the German economy and the Mittelstand of exporting small and medium-sized enterprises, is an important employer, and is an indispensable pillar of the Frankfurt financial center; the government aims to preserve this."
The German business and finance newspaper Handelsblatt reported that UniCredit threatened on Monday to change Commerzbank's supervisory and management boards if it secured enough support at the general assembly.
In response, the bank involved the financial regulatory authority Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), accusing UniCredit of using non-independent shares coming mostly from banks with derivative-based commercial relationships.
UniCredit firmly rejected these criticisms and reportedly proposed to downsize Commerzbank's international network, which it considers overly complex and inefficient, to refocus on its operations in Germany. UniCredit also stated that it had exceeded its 30% threshold for the OPS, already holding nearly 27% of the German bank's capital when it launched the offer.
How did the stock market react to UniCredit's Commerzbank offer? Despite the German government's "no" to the offer and its refusal to surrender its shares, UniCredit's stock rose 3.71% to 77.34 euros, making it one of the best performers on the FTSE Mib.
UniCredit will publish the latest daily update on participation progress on Tuesday afternoon, June 16, followed by final data on Friday, June 19, including shares delivered this afternoon and evening during the first offer period. Then, between June 20 and July 3, an additional period will open for shareholders who previously did not participate to reconsider and deliver their shares.
The final data will be published on July 8. As of yesterday, the participation rate had reached 11.91% of the capital. The total potential exposure, including derivatives, corresponds to 55.09% of the capital (57.47% of voting rights).
Considering only the physical shares held and acceptances of the OPS, the rate is 38.68%; adding a physically delivered derivative product brings it to 41.9%. UniCredit's target was to exceed 30% of Commerzbank's capital.
Meanwhile, the Frankfurt Prosecutor's Office confirmed it has opened a preliminary investigation "on suspicion of market manipulation" following a criminal complaint related to UniCredit's OPS for Commerzbank.
