Unicredit has surprisingly announced the launch of a Public Exchange Offer (OPS) on Commerzbank, taking a decisive step towards the German bank, in which it already holds a stake of approximately 26% plus positions in derivatives (the ECB had already given Unicredit the authorization to increase up to 29.9%). The offer would have been launched by the Institute led by Andrea Orcel thanks to the very convenient valuations achieved in the last period by Commerzbank, but the Italian institute has specified that it does not intend to take control of it.
“The Board of Directors of UniCredit believes that the Offer represents a reasonable and pragmatic measure, without disadvantages, taking into account that the stake held continues to represent a significant creation of value, regardless of whether the 30% threshold is exceeded or not through the Offer”.
The reasons for the OPS
UniCredit has announced the launch of a voluntary public exchange offer for Commerzbank shares, pursuant to Article 10 of the German Takeover Act. The Offer is aimed at exceeding the 30% threshold established by German legislation on public takeover offers as well as encouraging, in the coming weeks, a constructive discussion with Commerzbank and its main stakeholders.
UniCredit is expected to reach a stake in Commerzbank above 30%, without however acquiring control. This would allow UniCredit to avoid constantly adjusting its shareholding to remain below the 30% threshold due to Commerzbank’s ongoing share buyback programme, as well as being able to subsequently freely increase its shareholding on the market or in other ways.
UniCredit currently holds a direct stake of approximately 26% in Commerzbank and a further position of approximately 4% via total return swaps.
The terms of the OPS
The exchange ratio of the Offer will be determined in the next few days by BaFin, i.e. the German equivalent of Consob, on the basis of the volume-weighted average price of the Commerzbank and UniCredit shares for the last three months.
The Italian Bank has communicated in advance that it expects the ratio to be equal to 0.485 UniCredit shares for each Commerzbank share, which corresponds to a price of 30.8 euros per Commerzbank share, or a premium of 4% compared to the closing price of 13 March 2026 (pre-announcement).
The Offer is expected to formally launch in early May, with an acceptance period of four weeks.
Capital increase, dividends, buybacks
Unicredit intends to call an extraordinary meeting for the month of May in order to obtain authorization for the capital increase to service the Offer. Subject to the fulfillment of the conditions of the Offer or to the waiver by UniCredit of the same, the settlement of the Offer is expected by the first half of 2027, following the obtaining of all the necessary regulatory authorizations, as will be further detailed in the offer document.
UniCredit is still awaiting the approval of the 2025 share buyback programme, for an amount of 4.75 billion euros, by the shareholders’ meeting scheduled for 31 March, as well as the related authorization from the ECB. The treasury share purchase program will be launched after the closing of the acceptance period for the Offer and will depend on the final level of acceptances. However, there will be no impact on UniCredit’s dividend policy.
If, as expected, UniCredit does not acquire control of Commerzbank, the financial impact on capital will be minimal.
