From a sporting perspective, calm is returning to Milan. Last Sunday, three weeks after the Olympic Winter Games, the Paralympic Winter Games came to an end. Just one day after the closing ceremony, Milan moved to the top of the business headlines. UniCredit, headquartered in the northern Italian metropolis, submitted a takeover bid for Commerzbank. As part of the voluntary offer, the Italians propose an exchange ratio of 0.485 UniCredit shares for one share of Germany’s second-largest private bank. Compared to last Friday’s closing price, this represents a premium of 4%. Overall, UniCredit values Commerzbank at around EUR 35 billion. The news was received positively on the Frankfurt Stock Exchange – Commerzbank shares rose by 8.6% on Monday.
In Milan, located around 700 kilometres further south, the reaction was less enthusiastic. On the local exchange, UniCredit recorded only a slight price increase of 0.5%. Investors may be concerned that the bank’s pursuit of its German rival will continue to face little support. Since UniCredit acquired a stake in Commerzbank in autumn 2024, it has gradually increased its holding. Currently, 26% of the institution is held directly by UniCredit, with access to a further just under 4% via derivatives. The voluntary takeover offer allows the Italians to further increase their stake. Even if the holding exceeds the 30% threshold, no mandatory offer will be triggered. However, UniCredit does not expect to achieve a controlling majority. “We will see where this leads us,” said CEO Andrea Orcel during a conference call.
The top executive appears to be aiming to soften resistance to the takeover. In addition to the German federal government, which still holds a 12% stake in Commerzbank, the Frankfurt-based bank itself rejects a sale to Milan. “It is time to talk,” Orcel appealed northwards. The aim is to put an end to the back-and-forth of recent weeks. “We are absolutely open to finding solutions in discussions with German policymakers that make everyone happy,” said the CEO. In his view, a merger would not only create value for shareholders; Germany and Europe would also benefit. However, Orcel acknowledges that this assessment is not shared by everyone. Be that as it may, the stake in Commerzbank is already significantly boosting UniCredit’s earnings engine. Last year, the group surpassed the EUR 10 billion mark in net profit – a target the CEO had originally set for 2027. Promptly, Orcel raised the targets. By 2028, net profit is expected to reach EUR 13 billion and to increase by at least a further EUR 2 billion over the following two years.
Naturally, the planned cost savings alone will not be sufficient to achieve these ambitious targets. UniCredit also requires a favourable economic environment. The uncertainties triggered by the new war in the Middle East have knocked UniCredit shares – along with the entire banking sector – off course. Even if the banking giant continues to move forward at a slow pace, investors could still generate attractive returns with a soft callable barrier reverse convertible. In the product currency CHF, a new issue based on UniCredit offers a coupon of 10.20% p.a. For the EUR-denominated version, the quarterly payout amounts to 12.20% p.a. The barrier is set at 59% of the initial level. As long as UniCredit does not fall to or below this level, the issuer will fully repay the nominal amount at the end of the 15-month term. If this buffer is breached, the partial protection would lapse, and the investment would then be exposed to the full risk of the underlying asset.
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