UniCredit on Monday launched a voluntary share exchange offer to increase its holding in Commerzbank beyond 30 per cent, a key threshold under German takeover law, while signalling it does not currently intend to take control of the German lender.

The Italian bank said the offer would exchange roughly 0.485 UniCredit shares for each Commerzbank share, implying a price of about €30.8 per share and a premium of around 4 per cent to Commerzbank’s closing price on 13 March.

The bid is intended to move UniCredit past the regulatory threshold that triggers mandatory takeover rules once a shareholder exceeds a 30 per cent stake.

Reuters reported that UniCredit currently holds about 26 per cent of Commerzbank through shares and roughly 4 per cent through total return swaps. Crossing the threshold would allow the lender to avoid repeatedly adjusting its position to remain below the limit while Commerzbank continues its share buyback programme.

The offer is expected to be formally launched in early May and run for about four weeks, subject to approval for a capital increase at a shareholder meeting planned for the same month. Germany’s financial regulator, BaFin, will determine the final exchange ratio based on the three-month volume weighted average share prices of both lenders.

Andrea Orcel, UniCredit’s chief executive, told analysts on a call reported by Bloomberg that the move would give the bank flexibility without committing it to a full takeover. “We are free to launch our offer if we so wished,” Orcel said.

Reuters separately reported that Orcel downplayed the likelihood of a full acquisition, saying: “A full takeover scenario is remote.” He added that buying the remaining shares outright would reduce UniCredit’s capital ratio by roughly 200 basis points.

The move escalates UniCredit’s pursuit of Commerzbank, which began in 2024 when the Italian lender quietly built a stake in the German bank. The Financial Times reported that the approach has faced resistance from the German government, which holds roughly 12.7 per cent of Commerzbank and has said it wants the bank to remain independent.

Bloomberg reported that Commerzbank had a market value of roughly €33 billion at Friday’s close, compared with about €96 billion for UniCredit. The Italian bank said that if it remains below full control, the impact on its capital position would be negligible.

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