Unicredit’s Andrea Orcel moves to seize control of Commerzbank within months
Italian executive aims to replace 10 board members and oust CEO as soon as January, say people familiar with plans
Andrea Orcel’s UniCredit is preparing to seize control of Commerzbank and overhaul its supervisory board as early as January, accelerating its timetable for the biggest European bank takeover since the financial crisis.
The Italian lender is planning to call an extraordinary general meeting once it receives the remaining regulatory approvals needed to take control of Germany’s second-largest bank, according to people familiar with the matter.
UniCredit’s base-case scenario is to secure control of Commerzbank by the end of February and replace all 10 shareholder members on its 20-person supervisory board, giving the Milan-based group an effective majority, the people said. Its best-case scenario would see it take control in January.
UniCredit had previously indicated that it could take control during the second quarter of next year. Despite the plan to accelerate the process, it could still be pushed back until Commerzbank’s annual meeting in May if the German lender seeks to delay it, the people added, though its ability to hold up the changes is limited.
UniCredit chief Orcel, one of Europe’s most prominent dealmakers, is also preparing to remove Commerzbank’s chief executive Bettina Orlopp and has pushed back against the German government’s demand that it retain its two seats on the supervisory board, the people said.
Once in control, Orcel is planning a radical overhaul of Commerzbank, including scrapping parts of its international network, unwinding roughly €20bn of corporate lending outside its core German and Polish markets that are not essential for its Mittelstand clients, and slashing its cost base.
The plans come after Berlin, which holds a near-13 per cent stake in Commerzbank, softened its opposition to a takeover in recent weeks, shifting from outright resistance towards setting conditions for a deal.
The takeover, which is valued at about €45bn, would be an example of a foreign lender overcoming political barriers that have long frustrated consolidation across national borders in the sector.
The pivotal moment came in July when UniCredit secured a 47.6 per cent holding in its German rival through an offer that carried only a small premium.
While UniCredit’s holding falls short of the threshold for majority control, analysts have said it could exercise de facto control with its current holding.
UniCredit first disclosed a stake in Commerzbank in September 2024, triggering political opposition in Germany and a protracted stand-off with management at the Frankfurt-based lender.
This month Orcel met German finance minister Lars Klingbeil in the first face-to-face talks between the government and UniCredit, which the Milanese lender called “constructive”.
Klingbeil outlined a number of demands, including keeping Commerzbank headquartered and listed in Frankfurt and for the interests of the group’s 40,000 employees to be safeguarded.
UniCredit has previously signalled that it would cut about 7,000 jobs at Commerzbank in the event of a takeover, with Orcel denying union claims that as many as 15,000 roles could disappear.
The Italian executive’s plan to cut costs at Commerzbank includes cutting spending on external consultants and marketing, according to people familiar with the matter.
The banker, who has significantly reduced costs at UniCredit since taking over as chief executive in 2021, also intends to remove executives’ perks such as access to luxury cars for travel and curb travel to conferences, the people said.
One added that the savings would be reinvested in Commerzbank’s core businesses in Germany and Poland.
Orcel is also planning to dismantle parts of Commerzbank’s international operations, which have expanded rapidly in recent years.
UniCredit is awaiting final approvals from the European Central Bank, the European Commission and Poland’s financial regulator before it can assert control over Commerzbank.
UniCredit and Commerzbank declined to comment.