Commerzbank AG’s executive board is reviewing its defense strategy as it prepares for a potential takeover approach by UniCredit SpA.
The German bank, which was surprised by UniCredit’s disclosure of a 9% stake, is taking the precautionary move ahead of its engagement with its Italian rival, according to people familiar with the matter.
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Goldman Sachs Group Inc. Is advising Commerzbank as it weighs options how to respond, a person familiar with the matter said. A spokesperson for Commerzbank declined to comment.
UniCredit Chief Executive Officer Andrea Orcel said in an interview on Thursday that he’s considering a takeover of Commerzbank as an option. Such a move would create the largest lender by revenue in the country, where UniCredit already owns Munich-based HypoVereinsbank.
Orcel also indicated in the interview he’ll seek to influence Commerzbank’s strategy even if a full takeover doesn’t materialize.
Commerzbank has recently emerged from a painful restructuring and achieved record profit last year. Manfred Knof, who has overseen that turnaround, announced shortly before news of UniCredit’s investment emerged that he won’t seek another term.
Knof over the past year unsuccessfully tried to find an anchor investor in the Middle East or Asia to help protect Commerzbank from an unsolicited takeover, Bloomberg has reported. Other options that potential takeover targets sometimes employ as countermeasures include limiting initial access to their books.
In the absence of an anchor investor, political roadblocks may be Commerzbank’s best hope. The prospect of a takeover by a foreign bank might encourage Berlin to retain the remaining 12% it owns in the lender.
While the German government has said it plans to eventually exit its entire stake, further sales have yet to be decided. It could also transfer the shares to a new fund planned to supplement the country’s pension system.
The labor union Ver.di has announced it will deploy “all means” to prevent a takeover of Commerzbank by UniCredit and it’s urged the government not to sell down its stake further. The deal would put thousands of jobs at risk, it said.
If Commerzbank can’t remain independent, it would be better off engaging in cooperation talks with a French bank, Stefan Wittmann, a labor representative who sits on the German bank’s supervisory board, told French business daily Les Echos.
Government-brokered merger discussions between Commerzbank and Deutsche Bank AG several years ago fell apart as both lenders preferred to focus on their own turnaround plans.
Orcel on Thursday emphasized that UniCredit already created “massive value” at HypoVereinsbank, which it agreed to acquire in 2005. He also pushed back against suggestions that UniCredit’s acquisition of the Commerzbank shares surprised stakeholders.
UniCredit “always entertained a dialog with regulators, institutions and counterparts in Germany,” he said in the interview. “I would have thought all the relevant stakeholders were well aware of what we were doing and we would not have moved otherwise.”
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