Overview
- UniCredit’s planned exchange ratio is 0.485 UniCredit shares per Commerzbank share, implying about €30.80 per Commerzbank share, a roughly 4% premium.
- The structure is designed to cross Germany’s 30% takeover threshold without gaining control, with CEO Andrea Orcel calling a full takeover scenario remote.
- UniCredit already holds an economic stake of about 28% in Commerzbank, including roughly 26% directly and the rest via total return swaps.
- Political and employee resistance in Germany remains strong, with Chancellor Friedrich Merz condemning the advance and the state still owning a double‑digit stake in Commerzbank.
- UniCredit targets a formal offer window at the start of May and plans an early‑May EGM for a related capital authorization, while a March 31 AGM will seek approval for a €4.75bn 2025 buyback subject to ECB consent.