Jens Weidmann, Chairman of the Supervisory Board of Commerzbank, has called for a review of German takeover law following the involvement of Italy’s Unicredit. Weidmann told the Süddeutsche Zeitung that the situation raises questions because the major shareholder was able to gain a majority with a financially unattractive offer, without providing Commerzbank shareholders with an adequate control premium.
He noted that out of the roughly 73 percent of Commerzbank shares that Unicredit could have accessed, only just under 18 percent were actually tendered. Weidmann asserted that institutional and private investors only participated with less than three percent, while the remainder went to banks affiliated with Unicredit. “This allowed Unicredit to achieve a majority with a financially unattractive offer without paying an adequate control premium,” the former Bundesbank president, who has led the Commerzbank Supervisory Board for the past three years, stated. “This raises questions about German takeover law, which the legislature perhaps needs to examine.”
Furthermore, Weidmann argued that the German federal government (Bund) should remain a shareholder in Commerzbank at least during the current phase. While the government’s initial stake was part of the bailout, meaning a future withdrawal was expected, Weidmann argued it makes sense for the Bund to continue holding shares now “to actively represent the interests of Germany.” The government has been involved at Commerzbank since the financial crisis, and Unicredit used the sale of a partial stake two years ago as an entry point.
Weidmann also issued a warning regarding potential domestic cuts within Commerzbank. If the bank were to meet Unicredit’s goal of saving 1.3 billion Euros over twelve months, significant reductions would also be necessary within Germany. He offered Unicredit CEO Andrea Orcel the chance for discussions, stating, “From our perspective, the door for strategic talks is open.” He stressed that after the lengthy and, in his view, not always constructive takeover battle, trust must be rebuilt. “Looking back in anger is certainly not helpful.”
Although initial talks have taken place between Orcel and Commerzbank CEO Bettina Orlopp, these have reportedly remained at a technical level. Orcel had indicated that he no longer felt the need for intense negotiations with management and preferred to speak directly with the federal government.
In this difficult period, Weidmann is backing CEO Orlopp. The Commerzbank owes its economic success, high employee motivation, and customer satisfaction to its management, and the supervisory board supports this management fully. Regarding his own future beyond his current term in May 2027, Weidmann kept his plans unspecified, asserting that the future of Commerzbank drives him, not his personal career.
