The institute wants to exchange the capital side of the supervisory board and then also CEO Bettina Orlopp at an extraordinary general meeting, a person familiar with the topic told Handelsblatt.
Once Unicredit receives approval from European banking regulators to increase its stake in Commerzbank from almost 30 to almost 50 percent, Unicredit boss Andrea Orcel will request an extraordinary general meeting, the person said. This could take place as early as January or February next year.
The Verdi union reacted outraged to the plans. “Andrea Orcel shows again why trust in his actions is difficult,” said union secretary Kevin Voß, who also sits on the Commerzbank supervisory board, to the Handelsblatt. “Instead of seeking the constructive dialogue that was announced, he continues to rely on pressure and confrontation.”
This is “a bad signal for Germany and Europe as a banking location – but especially for the employees of both banks.” Verdi will do everything possible to protect employees in this situation as best as possible.
Unicredit and Commerzbank declined to comment on the new timetable for taking control, which was previously reported by the Financial Times. It corresponds to previous statements by Orcel that it would take control of Commerzbank from the beginning of 2027 in order to significantly restructure Germany's second-largest private bank.
However, by replacing the entire capital side of the supervisory board, including chief controller Jens Weidmann, Unicredit would be ignoring a demand from the federal government. According to government circles, Finance Minister Lars Klingbeil (SPD) asked Orcel at a meeting in Berlin in mid-September that the federal government be allowed to send two representatives to the Commerzbank supervisory board.
The federal government has held a stake in Commerzbank since it was rescued from the financial crisis in 2008 and is the second-largest shareholder with around 13 percent. Like Orlopp, he had long campaigned for Commerzbank's independence, but gave up this position in the summer.
After a takeover offer, it is finally clear that Unicredit will soon control almost 50 percent of the shares. This means that the Italians have the majority at the next general meeting. However, Orlopp and the federal government say they want to try to get the maximum out of Commerzbank and Germany as a business location in discussions with Orcel.
Unicredit's plans that have now become public are causing irritation among the federal government. Unicredit is once again relying on aggressive rhetoric, while intensive discussions are taking place in the background, it was said in Berlin.
Following the meeting between Klingbeil and Orcel, one actually had the impression that “they had found common ground and could count on clear commitments from Unicredit: on Germany as a location, on the rights of Commerzbank employees and on a constructive dialogue with the works council in the further process,” said a government representative.
Commerzbank should remain a listed stock corporation based in Frankfurt. The medium-sized business should be expanded. To achieve this, Commerzbank must continue to “have the necessary capital resources and make key decisions in Germany”.
“We now expect the CEO of Unicredit to make these commitments in a timely manner,” said the government representative. Then open questions can be resolved through constructive cooperation between all relevant actors. The aim must be “to achieve a viable growth strategy for Commerzbank”.
Orcel has announced that it will cut 7,000 full-time positions in Germany alone following a takeover. He also plans to significantly thin out Commerzbank's foreign network. Orlopp rejects these plans. From their point of view, the foreign network is important in supporting German medium-sized companies abroad and is therefore central to Commerzbank's business success.
Due to these and other differences of opinion, it has long been clear that Orlopp will not remain CEO for long after taking control of Unicredit. At the Handelsblatt banking summit at the beginning of September, the CEO had already indicated that she would leave if she could not agree on a strategy with Orcel.
Your contract runs until 2029, but for board members these are generally temporary contracts, said Orlopp. Such a contract “only makes sense if, firstly, there is a basis of trust between the supervisory board and the executive board and, secondly, there is agreement on the strategy,” she said. “If it’s not the case, then you have to draw the consequences.”
Orcel has announced that it will initially restructure Commerzbank for two to three years following a takeover and only then merge it with the German Unicredit subsidiary Hypovereinsbank (HVB). According to financial circles, Unicredit is considering merging HVB with Commerzbank.
According to calculations by Mediobanca analysts, Unicredit's share in the combined entity would increase to 70 percent without placing a significant burden on Unicredit's capital ratio. For such a merger, however, Unicredit would need a majority of 75 percent at the Commerzbank general meeting, Orlopp said at a financial conference last week.
According to her, there are also two other options on the table: Unicredit could merge directly with Commerzbank or submit another takeover offer for the remaining Commerzbank shareholders in order to increase their stake to more than 90 percent. However, analysts consider the latter to be unlikely, at least in the short term, because it could be relatively costly for Unicredit.
