(Oct 16): UniCredit SpA won approval from the European Central Bank (ECB) for its increased Commerzbank AG stake, paving the way for chief executive officer Andrea Orcel to take over the German lender.
 
The green light from the ECB means the Italian bank can raise its stake above 30% and potentially hold as much as 100% of Commerzbank, the bank said in a statement on Thursday.

The decision marks “an important milestone” in the acquisition of Commerzbank, UniCredit said. It will “be able to take control of the bank” around the end of the year.

It’s another win for Orcel, who has been pursuing Commerzbank publicly since September 2024, despite vocal opposition from the German government and the lender’s management. The acquisition of a firm valued at about €42 billion (RM192.21 billion) would be among the largest banking deals globally in two decades.

The supervisor’s nod, while widely expected, was one of the most significant regulatory hurdles preventing UniCredit from taking ownership of the Commerzbank shares tendered to it in a takeover offer earlier this year. Once the few remaining approvals have come in as well, Orcel will control almost 50% of Commerzbank’s voting rights, effectively giving him an majority at shareholder meetings and the ability to implement at least some of his far-reaching plans for the German lender.

As part of that plan, Orcel has indicated he’ll seek to replace swathes of Commerzbank’s supervisory board and subsequently the top management including CEO Bettina Orlopp. He’s already looking for potential candidates to succeed her, people familiar with the matter have said. 

UniCredit still needs approvals from European Union antitrust authorities, the US Federal Reserve and the relevant Polish regulator. Commerzbank has a large subsidiary named mBank in Poland. 

“The remaining regulatory processes and conditions to complete the offer for Commerzbank are expected around year-end,” UniCredit said in the statement.

Asked about her future at Commerzbank in a Bloomberg TV interview on Wednesday, Orlopp said her contract runs until 2029 and she will seek to serve it out for as long as she’s got backing from the supervisory board and agreement on strategy. 

Taking control of Commerzbank will probably also mean that the ECB will count the lender as a subsidiary of UniCredit for supervisory purposes, a move that will lead to higher capital requirements for the Italian bank. Orlopp said in the interview that accounting “consolidation” will take place “for the full year 2026 or for the first quarter of 2027.”

The Italian lender has held talks about Commerzbank’s future with the German government, which owns about 13% of the lender. Berlin expects commitments on preserving the bank’s stock-market listing and its Frankfurt base, as well as guarantees on jobs and the business with small and mid-sized companies. 

German Finance Minister Lars Klingbeil said on the sidelines of the IMF’s annual meetings in Bangkok that he hadn’t seen any official documents on the ECB decision regarding Commerzbank yet and couldn’t comment. He reaffirmed Germany’s demands and said the talks with UniCredit about them are continuing.

Speaking to reporters in Bangkok, Italy’s Finance Minister Giancarlo Giorgetti said that UniCredit’s pursuit of Commerzbank has been a success, but there is still work to be done.

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