Commerzbank supervisory board chair Jens Weidmann has requested a review of German takeover regulations following a bid by the Italian lender UniCredit. In comments published Sunday by the Sueddeutsche Zeitung newspaper, Weidmann said UniCredit was able to secure a majority stake in Commerzbank without providing what he characterized as an adequate premium to shareholders.
The move follows months of activity by UniCredit, which gradually built a 48% stake in the German bank as of July. This level of ownership is sufficient for the Italian lender to determine shareholder resolutions. While the formal offer period has concluded, the transaction remains subject to pending regulatory approvals before UniCredit can officially take possession of the tendered shares.
Weidmann reported that out of approximately 73% of Commerzbank shares eligible for tender, less than 18% were actually tendered by owners. He specified that institutional and retail investors represented less than 3 percentage points of that total, with the remainder originating from banks connected to UniCredit. He argued that these circumstances allowed the acquisition of control without an appropriate premium, suggesting that German lawmakers should examine the current legal framework.
A change in German takeover law would fundamentally alter how foreign institutions acquire domestic companies, potentially requiring higher "control premiums"—extra payments above the market price—to secure a majority. If lawmakers follow Weidmann’s suggestion, future investors might face higher costs to acquire German firms, while current shareholders in other German companies could see their legal protections and potential payouts increased during future merger attempts. The German government, as a significant shareholder, must now decide whether to maintain its position to protect national business interests or proceed with an eventual withdrawal from the bank.
The immediate next steps depend on regulatory authorities, who must still grant approvals before the tendered shares can be transferred to UniCredit. While Weidmann has urged the German government to retain its stake for the time being to represent local interests, the government has not yet issued a formal response to his request for a legislative review. The specific timeline for regulatory decisions or potential parliamentary discussions regarding takeover law has not been reported.