Commerzbank rejects UniCredit takeover bid as inadequate

Investing.com -- Commerzbank AG’s Board of Managing Directors and Supervisory Board rejected UniCredit S.p.A.’s voluntary public takeover offer on Monday, stating the proposal fails to provide an adequate premium and does not reflect the bank’s fundamental value.

The German bank’s leadership published a joint reasoned statement following their review of UniCredit’s offer document dated May 5. Both bodies recommended that Commerzbank shareholders decline the exchange offer, concluding the bank creates greater value through its standalone "Momentum 2030" strategy.

The implied offer value of €34.56 fell below Commerzbank’s closing share price of €36.48 on Friday. Since the offer announcement, Commerzbank shares have closed above the implied offer value on every trading day. Independent equity research analysts set the median target price for Commerzbank shares at approximately €41.50.

"UniCredit’s takeover offer does not offer an adequate premium to our shareholders," said Bettina Orlopp, Chief Executive Officer. "What is described as a combination is in fact a restructuring proposal that would massively impact our proven and profitable business model."

The boards identified several concerns with UniCredit’s plan, stating the Italian bank underestimates revenue losses, overestimates synergies, and assumes an unrealistic implementation timeline. UniCredit itself described its synergy assumptions as "speculative," according to the statement.

Commerzbank’s leadership noted the planned reduction of the bank’s international network would weaken its ability to support German export-oriented businesses worldwide. The offer is structured as a share exchange in UniCredit shares, with settlement not expected until 2027. The offer document cited July 2, 2027, as the latest possible settlement date.

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