UniCredit has said that taking control of Commerzbank could force it to make an offer for the part of Poland’s mBank that Commerzbank does not already hold, adding to the overall cost of the transaction, reported Reuters.
The Italian bank, which already owns close to 30% of Commerzbank, set out an all-share offer worth nearly 35 billion euro ($41 billion) for the German lender last month.
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At the time, UniCredit said the offer would raise its stake to just over 30% and allow it to continue buying Commerzbank shares in the market after the transaction closes.
But in documents posted on its website before a 4 May shareholder vote on issuing new shares to fund the bid, UniCredit said that crossing 50% of voting rights in Commerzbank would trigger Polish rules requiring an offer for all of mBank.
Separately, Bloomberg reported that Commerzbank Polish unit is working with UniCredit on a significant risk transfer tied to a portfolio of commercial property loans.
mBank is examining a possible deal linked to loans with an equivalent value of about €1.2bn ($1.4bn), sources said.
The people said the discussions are private and remain at an early stage, meaning details including the size and timing may still change.
Commerzbank holds 69.1% of mBank, which has a market value of $14.5 billion, according to LSEG data.
UniCredit also said Polish regulations require any such offer to include a cash element and to meet a minimum price determined by law.
An offer for mBank by UniCredit would result in a delisting, while Polish financial supervisors have repeatedly indicated that they prefer banks to remain listed.
A person familiar with the matter said it was still unclear whether UniCredit would have to purchase the full 30.9% of mBank that Commerzbank does not own.
UniCredit also set out further risks for investors, saying uncertainty linked to the pursuit of Commerzbank and any later integration could prompt senior employees to leave, with possible client losses at both banks.
The bank said it decided to launch the offer after Commerzbank declined to work together on measures that could create value for shareholders.
It added that Commerzbank customers could gain access to a broader product range through UniCredit’s German subsidiary, as well as additional services, particularly in capital markets.
A higher stake “would support and further intensify efforts to unblock Commerzbank’s full potential,” it said.
Recently, 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.
