Andrea Orcel plots UniCredit’s boldest transfer but on Commerzbank

UniCredit’s announcement on Wednesday morning that it had constructed a 9 per cent stake in rival Commerzbank caught the German institution without warning. However the transfer was a minimum of seven years within the making.

Shares in Commerzbank jumped 17 per cent as traders wager that the acquisition would result in a full-blown bid by UniCredit, which has been surrounded in takeover rumours since chief govt Andrea Orcel took cost greater than three years in the past.

The transfer paves the best way for a deeper tie-up between the second-biggest listed lenders in Italy and Germany, probably resulting in some of the important cross-border mergers in European banking and kick-starting a much-anticipated consolidation wave throughout the continent’s fragmented banking sector.

“Orcel is making clear that UniCredit would be the largest consolidated financial institution in Europe — and that’s what Europe wants,” mentioned Cole Smead, chief govt of UniCredit shareholder Smead Capital Administration.

For the reason that former Merrill Lynch and UBS dealmaker took over at UniCredit, he has achieved little to quash hypothesis he would embark on a serious takeover. In Could, Orcel informed the Monetary Occasions that “theoretically, a lot of the rumours are true inasmuch as, in each single market we take a look at each doable goal”.

The financial institution’s estimated €6bn of extra capital has solely added to the discuss.

In reality, a tie-up between UniCredit and Commerzbank has been mentioned between the 2 sides on a number of events over the previous few years, the FT has reported. And the Milan-based lender has mentioned its curiosity in its German rival with German authorities officers on a number of events earlier than this week, based on folks with data of the talks.

The deal can also be considered because the almost certainly in Europe by M&A bankers given the potential synergies between Commerzbank and UniCredit’s HypoVereinsbank German subsidiary.

UniCredit has requested permission from the European Central Financial institution to extend its Commerzbank stake to above 9.9 per cent and executives on the German lender had been on Wednesday contemplating the method, based on folks briefed on inside discussions.

On Thursday morning, Orcel confirmed that UniCredit was contemplating rising its stake and probably merging with Commerzbank.

“We predict there’s house given fragmentation of the market so as to add additional worth by consolidating,” he mentioned in an interview with Bloomberg TV.

“If there’s the idea to do this constructively and strengthen what we are able to present to the German financial system and Europe then that may be a nice transfer for UniCredit.”

Whereas Orcel is the primary chief govt at UniCredit to make a public transfer on the German lender, UniCredit executives first approached German officers a couple of potential deal as early as 2017. At the moment, they determined to not pursue talks on account of political opposition to cross-border offers in Germany and the Milan-based lender’s personal restructuring plans.

Two years later, UniCredit below chief govt Jean-Pierre Mustier ready a bid to take management of Commerzbank, which obtained a €23bn state bailout through the monetary disaster.

The plan supplied a substitute for the merger that the German lender was then discussing with its home rival Deutsche Financial institution.

The concept was to mix Commerzbank with HypoVereinsbank, a extra complementary match than the Deutsche proposal that would imply fewer job cuts and department closures. HypoVereinsbank, which is predominantly based mostly in Bavaria and the Hamburg space, had much less overlap with Commerzbank’s nationwide enterprise.

Mustier was additionally ready to contemplate itemizing the merged financial institution in Germany, a suggestion that proved politically poisonous in Italy and hastened the Frenchman’s exit in 2021.

Talks over each offers fell via, nonetheless, and the German state was left with a roughly 16 per cent stake within the financial institution.

UniCredit revived its curiosity in Commerzbank quickly after Orcel, who succeeded Mustier, aborted a deal to purchase Italian lender Monte dei Paschi di Siena in late 2021.

Casual talks had been deliberate between Orcel and Manfred Knof, his reverse quantity at Commerzbank, in early 2022. However they had been deserted after Russia’s full-scale invasion of Ukraine compelled UniCredit to prioritise coping with its Russian subsidiary.

Below the unique plans, a merger between Commerzbank and HypoVereinsbank would have created a powerhouse in Germany with €785bn in property, 1,000 branches and 48,000 staff — second solely to Deutsche Financial institution.

UniCredit was then ready to amass a sizeable stake in Commerzbank and merge the German lender with HypoVereinsbank. The mixed entity would have been based mostly in Germany, whereas UniCredit would have maintained its headquarters and itemizing in Milan. Commerzbank would have retained a free float of shares listed on the Frankfurt inventory alternate.

There may be uncertainty about how UniCredit would search to construction any deal this time round. However the Commerzbank deal follows the same mannequin UniCredit used when it purchased a 9 per cent stake in Alpha Financial institution from the Greek state final yr. Buyers predicted the Alpha Financial institution buy was a approach of UniCredit testing the water prematurely of constructing a much bigger place over time — one thing that has but to occur.

Whereas there’s expectation amongst some UniCredit traders and financial institution insiders that it might take the identical tack with Commerzbank, there are potential roadblocks to a full takeover.

First, the German authorities — which continues to be the most important shareholder in Commerzbank with a 12 per cent holding — might demand the lender retains a list within the nation in addition to its personal home supervisory board, which is at present chaired by Jens Weidmann, the previous German central financial institution governor.

“Germany must have home banks to finance its financial system, the Mittelstand, and Commerzbank is vital right here,” mentioned a banker who has expertise negotiating with the German authorities. “This isn’t solely a monetary deal, it’s a political deal and UniCredit will should be cautious how they cope with the German authorities.”

UniCredit additionally faces resistance from Germany’s highly effective unions over potential job cuts and a shift in energy from Frankfurt to Milan.

“We are going to battle such a transaction tooth and nail,” mentioned Stefan Wittmann, a senior official at Germany’s companies sector union and a Commerzbank supervisory board member. “If essential, will even organise public protests.”

There may be additionally a situation the place Deutsche Financial institution would renew curiosity in its home competitor and launch a rival bid, having didn’t strike a deal 5 years in the past. Nonetheless, folks near Deutsche mentioned the financial institution’s restoration lately made it a lot much less thinking about pursuing a deal.

One other potential hurdle for UniCredit is that if its personal traders — who’ve loved a 230 per cent share worth acquire over the previous three years — push again towards the deal due to issues it would have an effect on the financial institution’s promise of returns to shareholders. The financial institution has dedicated to returning €8.6bn, its complete 2023 revenue pool, to traders within the type of buybacks and dividends, and has constructed an expectation of additional returns.

Orcel has been clear with traders he would solely pursue a transaction if it meets sure situations, together with a 15 per cent return on funding.

However his empire-building met with a muted response on Wednesday. Shares in UniCredit closed flat, giving the Milan-listed financial institution a market worth of €59bn — 3 times that of Commerzbank. One high 10 shareholder informed the FT that they didn’t anticipate the return coverage to be affected even when UniCredit had been to extend its stake in Commerzbank.

“It’s not an either-or,” they mentioned. “On paper it’s the perfect match [for UniCredit]. It’s an excellent deal if they’ll clear it — however whether or not they can, we are going to see.”