UniCredit announced this Monday, March 16, the launch of a voluntary public offer for the exchange of shares aimed at acquiring more than 30% of Commerzbank’s share capital, stressing that it does not seek shareholder control.
In a statement, the Italian banking entity states that it has no “plans for an acquisition” and recalls that it holds around 26% directly in the German bank, in addition to approximately 4% through total income swaps.
Exceeding the 30% limit would allow UniCredit to avoid constant adjustments to its position in relation to Commerzbank’s share buyback program and would provide greater flexibility to increase market share or by other means in the future.
The exchange ratio will be defined by BaFin in the coming days and UniCredit estimates it at 0.485 own shares for each Commerzbank share, which corresponds to an approximate value of 30.8 euros per share — a premium of around 4% compared to the last closing.
The offer is expected to be formally launched in early May and will have an acceptance period of four weeks.
To make the operation viable, UniCredit has already called an extraordinary general meeting to authorize the necessary capital increase and is also awaiting shareholder approval, at the Ordinary General Meeting on March 31, of its share buyback program for 2025 in the amount of 4.75 billion euros, subject to the approval of the European Central Bank.
The bank adds that the buyback program will start after the end of the offer and will depend on its final acceptance, without affecting the dividend policy.
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