The chairman of Commerzbank’s supervisory board has called for a reassessment of Germany’s takeover regulations following UniCredit’s gradual acquisition of a controlling stake in the German lender without offering a meaningful premium to shareholders.
Jens Weidmann told the Sueddeutsche Zeitung that UniCredit secured a majority position while presenting a financially unattractive offer, raising questions about the adequacy of existing German merger and acquisition rules. The Italian bank accumulated approximately 48% of Commerzbank’s shares by July, a threshold sufficient to determine shareholder resolutions, according to regulatory filings.
UniCredit’s tender offer drew participation from fewer than 18% of Commerzbank shareholders, with institutional and retail investors accounting for less than 3 percentage points of the total. The remainder of the tendered shares came from banks affiliated with UniCredit, according to figures cited by Weidmann.
The acquisition remains incomplete as regulatory approvals are still pending before UniCredit can take possession of the tendered shares. Commerzbank’s campaign against the deal lost momentum after UniCredit surpassed the 48% ownership mark in July, effectively securing operational control.
Weidmann emphasized that the lack of a control premium in UniCredit’s approach warranted legislative scrutiny, stating that the current framework may require adjustments to ensure fair treatment of minority shareholders in future transactions.
