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Commerzbank Board Urges Shareholders to Reject UniCredit’s Takeover Bid

The rebuff sets up a shareholder test before the June 16 deadline with UniCredit close to 30% ownership.

Overview

  • Commerzbank's board and supervisory board, which issued their formal opinion Monday, told investors to reject UniCredit’s 0.485‑for‑1 share‑swap offer.
  • The bank says the bid underprices Commerzbank at about €34.56 per share versus a recent €36.48 close and an average analyst value near €41.50, and it calls UniCredit’s plan vague with overstated synergies and execution speed.
  • UniCredit holds 26.77% of Commerzbank directly and has access to another 3.22% via derivatives, keeping it at 29.99% and just shy of Germany’s 30% threshold that would normally force a pricier mandatory offer.
  • Commerzbank’s annual meeting in Wiesbaden on Wednesday is set to spotlight resistance from management and the works council, and reports say UniCredit representatives are not expected to attend.
  • Politics and jobs weigh on the outcome, with the German state owning about 12% and opposing a sale, UniCredit projecting roughly 7,000 cuts, and unions warning a merger could cost far more positions.