Commerzbank’s supervisory board chair, Jens Weidmann, has called for a review of Germany’s takeover rules following UniCredit’s acquisition of a majority stake in the German lender without offering shareholders a meaningful premium.
Weidmann stated that UniCredit’s approach raised concerns because the Italian bank obtained control despite presenting a financially unattractive offer. The bid period concluded in July, but the transaction remains incomplete as regulatory approvals are still pending before UniCredit can finalize its ownership of the tendered shares.
UniCredit gradually increased its stake in Commerzbank to 48% by July, a level sufficient to influence shareholder resolutions. However, fewer than 18% of eligible Commerzbank shares were tendered to UniCredit, with institutional and retail investors accounting for less than 3 percentage points of the tendered shares. The remaining tendered shares were acquired through banks affiliated with UniCredit.
Of the approximately 73% of Commerzbank shares that could have been tendered, only a fraction ultimately participated in the offer. Weidmann emphasized that UniCredit secured a majority without paying an appropriate control premium, stating, "That raises questions about takeover law in Germany, which lawmakers may want to examine."
