Commerzbank said it has held discussions in recent weeks with UniCredit but remains unconvinced by the Italian lender’s takeover proposal, reinforcing its intention to continue as an independent bank.
According to the German bank, the offer does not have adequate value upside potential.
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“Several interactions have taken place with UniCredit” in recent weeks “to constructively explore the basis and benefits of the takeover offer announced by UniCredit to Commerzbank’s shareholders,” Commerzbank said in a statement.
There is currently “no basis for a mutually agreed value-accretive transaction”, it added.
The German lender said the unsolicited nature of the approach made it “difficult to build the mutual trust necessary for a successful transaction.”
Commerzbank has previously indicated doubts about the bid presented last month.
UniCredit has said it does not expect broad acceptance from investors, describing an offer that carried a low premium and would, in practice, take it beyond a 30% holding in Commerzbank, reported Bloomberg.
“The cornerstones of a transaction outlined now verbally by UniCredit have, in Commerzbank’s view, not demonstrated sufficient value creation potential for Commerzbank’s shareholders beyond the current standalone strategy,” Commerzbank said.
Commerzbank said it will set out “increased financial targets – as already indicated in February” when it reports first-quarter results on 8 May.
UniCredit, in documents issued last week ahead of an extraordinary shareholder meeting on 4 May, argued that closer working arrangements between the banks could help Commerzbank address future challenges.
“This is independent of the result of the offer and whether UniCredit becomes Commerzbank’s controlling shareholder,” UniCredit said.
A KPMG report commissioned by UniCredit said a merger could produce sizeable synergies, while also highlighting major risks.
