United Credit Group Seeks to Raise Its Stake in Commerzbank Above 30% Through Share Exchange Offer

Investing.com - Commerzbank Group (BIT:CRDI) announced on Monday that, in accordance with Section 10 of the German Acquisition Act, it has launched a voluntary takeover bid to acquire shares of Deutsche Commercial Bank, aiming to increase ownership to over 30% while avoiding gaining control of the German bank.

This Italian bank currently directly holds approximately 26% of Deutsche Commercial Bank’s shares, with an additional 4% held through total return swaps. The bid aims to address the 30% threshold set by the German Acquisition Act and to facilitate constructive engagement with Deutsche Commercial Bank and its stakeholders.

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Commerzbank Group expects to acquire over 30% of the shares but will not reach a controlling stake. This will allow the bank to avoid continuously adjusting its holdings due to Deutsche Commercial Bank’s ongoing share buyback program to stay below 30%, and it will enable Commerzbank Group to freely increase its stake on the open market afterward.

The exchange ratio will be determined by BaFin (Federal Financial Supervisory Authority) in the coming days based on the three-month volume-weighted average price of both banks. Commerzbank Group expects the ratio to be 0.485 shares of Commerzbank Group for each share of Deutsche Commercial Bank, equivalent to a price of €30.8 per Deutsche Commercial Bank share, a 4% premium over the March 13 closing price.

The bid is expected to be officially launched in early May, with a bid period of four weeks. The company will hold a special general meeting in May to seek approval for related capital increases.

Subject to meeting or waiving conditions and after obtaining all necessary regulatory approvals, settlement is expected to be completed in the first half of 2027.

Commerzbank Group is still seeking shareholder approval for a €4.75 billion share buyback program for 2025, which will be voted on at the annual general meeting on March 31 and is currently awaiting approval from the European Central Bank.

The buyback will commence after the bid period ends, depending on the final acceptance rate. The bank stated that this will not affect its dividend policy.

The bank also stated that if Commerzbank Group does not gain control of Deutsche Commercial Bank as expected, the financial impact on capital will be minimal.

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