Commerzbank, the German financial services provider, has rejected a voluntary 35 billion euros exchange offer from UniCredit, the Italian banking group.
Commerzbank stated that the proposal is not aligned with its standalone strategy and lacks key details needed to assess whether the transaction would create value for shareholders.
Commerzbank said the expected exchange ratio of about 0.485 UniCredit shares for each Commerzbank share values the offer at roughly 30.8 euros per share, representing only a modest premium of about 4 percent to the March 13 closing price and failing to provide sufficient value for investors.
Bettina Orlopp, a Commerzbank executive, stated that the bank remains focused on independence and profitable growth, adding that the proposal was not coordinated with management and does not include an adequate premium for shareholders.
UniCredit currently holds about 26 percent of Commerzbank directly, with another 4 percent through total return swaps. The Italian lender structured the exchange offer to remain below Germany's 30 percent takeover threshold, allowing flexibility for future stake increases while avoiding regulatory complications linked to Commerzbank's ongoing share buyback activity.
UniCredit said it does not expect to gain control of Commerzbank and believes the capital impact will remain negligible if that position remains unchanged.
Separately, UniCredit is awaiting shareholder approval at its March 31 annual meeting for a planned 4.75 billion euros share buyback for 2025, subject to approval from the European Central Bank.
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