German Minister Has ‘Constructive’ Orcel Talk on Commerzbank

(Bloomberg) -- German Finance Minister Lars Klingbeil gave a cautiously positive readout from his meeting with UniCredit SpA Chief Executive Officer Andrea Orcel in which he outlined the demands he wants the Italian lender to respect once it controls Commerzbank AG. 

“I made clear in a constructive conversation with Mr. Orcel that the further negotiations must be conducted responsibly,” Klingbeil said in an emailed statement following the encounter on Monday. “It’s crucial that Commerzbank can continue to play its important role in financing the German economy and Germany’s small and medium-sized businesses.” 

“We are mindful of the interests of Commerzbank’s more than 40,000 employees and stand by them during this uncertain time,” Klingbeil also said. “We expect Commerzbank to remain a publicly listed company headquartered in Frankfurt and to continue its strong business with small and medium-sized companies — both in Germany and internationally.”

The conversation marks the first time that the government, which holds about 13% in Commerzbank, has spelled out the conditions it expects Orcel to meet for a takeover of Germany’s second-biggest listed lender. The Italian has been pursuing a deal publicly for two years, amid previously fierce opposition from the rival and politicians. Negotiations gained momentum after UniCredit secured just under 50% of Commerzbank’s shares during a formal offer this summer.

“The two banks are at a different stage now that they’re negotiating a transaction,” finance ministry spokesman Maximilian Kall said earlier on Monday. “It’s no longer about a hostile takeover but about finding the best path for the two banks.” 

Given the size of a merged bank’s German business, Berlin also regards some representation of Commerzbank at UniCredit as necessary, people familiar with the matter said, asking not to be identified discussing private information. The government itself wants to keep its two Commerzbank supervisory board seats, as long as it is invested. At this stage, it’s not yet open to discussing a sale of its 13% stake to UniCredit, they added.

Berlin previously rejected a takeover bid from UniCredit that ended in July as too low. The Italian bank had offered 0.485 of its shares for each one of Commerzbank, a proposal that included effectively no premium. A full takeover would mark the largest bank acquisition in almost two decades, given Commerzbank’s market value of about €46 billion ($53 billion).

Orcel has presented a strategic plan for Commerzbank that includes cutting back its large network of offices around the world. Commerzbank CEO Bettina Orlopp is strongly opposed to that idea. Both executives last month held their first formal talks over how to manage the expected change of control, Bloomberg News has reported. 

While those talks are expected to continue in the weeks and months ahead, the encounter showed agreement won’t be easy to find as UniCredit executives highlighted they remain committed to their previous strategy proposals, while their counterparts at the German lender continued to defend their own strategy, people familiar with the matter said at the time. 

UniCredit has said it expects to take full ownership of its stake as early as the fourth quarter, pending regulatory approvals, and it would then take control of Commerzbank. It has floated the idea of replacing the top management if needed. Given that not all shareholders usually vote at shareholder meetings, a holding of close to 50% is likely enough to decide strategic and management issues.

“The German government will continue to act in the interests of Germany’s Mittelstand, Frankfurt as a financial center, and Commerzbank’s employees,” Klingbeil said in the statement Monday.

(Updates with statement from finance minister starting in first paragraph.)

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