UniCredit is considering an offer to expand the number of German members on its board to facilitate the acquisition of Commerzbank, reported the Financial Times.
This proposal aims to align with the potential German contribution to the financial group’s balance sheet and to mitigate opposition from Berlin to the cross-border deal.
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The Milan, Italy-based bank has suggested that it could permanently reserve “a relevant proportion” of its board positions for German nationals, the report said citing sources.
This is part of the ongoing negotiations surrounding the proposed takeover, which has faced resistance from Commerzbank’s board and the German government.
UniCredit’s interest in Commerzbank began last September, leading to a 29% stake acquisition through shares and derivatives.
UniCredit CEO Andrea Orcel has been transparent about his intention to pursue a complete takeover, despite German Chancellor Friedrich Merz and Finance Minister Lars Klingbeil’s objections to an “unfriendly” takeover and their preference for Commerzbank’s independence.
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By GlobalDataAt present, no formal discussions are underway between the banks or with the German government regarding a potential offer.
Orcel has indicated a willingness to consider a bid for Commerzbank until 2027.
The matter of board representation is one of several concessions UniCredit is prepared to discuss, according to the report.
UniCredit’s German presence is already established through its subsidiary HypoVereinsbank (HVB), acquired in 2005.
Additional proposals from UniCredit could include assurances to keep the headquarters of a combined entity with HVB in Germany, the news publication added.
Sources familiar with the negotiations state that governance changes are a standard aspect of such discussions.
Any strategic proposals from UniCredit would require approval from its board.
However, for a deal to progress, Commerzbank would need to engage in talks and find a middle ground with UniCredit.
UniCredit has a history of board restructuring following acquisitions, as demonstrated when HVB’s CEO Dieter Rampl became chair after UniCredit’s takeover.
Rampl’s tenure witnessed challenges, including the removal of CEO Alessandro Profumo in 2010 and his own departure in 2012 due to insufficient support for proposed board changes.
