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Italian bank UniCredit is open to making its board more German if it helps swing a takeover of Commerzbank, a cross-border deal that has been fiercely opposed by Berlin.
The Milanese lender could offer to permanently increase the number of German nationals on its board of directors as part of takeover negotiations, people familiar with the matter said.
A tie-up with Commerzbank would mean about a third of the group’s balance sheet came from Germany, and UniCredit would be open to setting aside “a relevant proportion” of its board seats for German nationals to reflect the country’s contribution to the group, the people added.
UniCredit first made a move on Commerzbank last September, catching the German government off-guard. Since then the Italian bank has built a 29 per cent stake through a combination of share purchases and derivative transactions, and its chief executive Andrea Orcel has made clear his desire for an all-out takeover.
Commerzbank’s board and Berlin have voiced their opposition to UniCredit swooping on Germany’s second-largest lender, however. German Chancellor Friedrich Merz and finance minister Lars Klingbeil have both rejected the idea of an “unfriendly” takeover of Commerzbank and said they wanted the bank to remain independent.
There are no live discussions between UniCredit, Commerzbank and the German government regarding a potential offer at present. Orcel said earlier this year that he could wait until 2027 before deciding on a takeover bid for Commerzbank.
Board representation is one of several proposals UniCredit would be open to making to help secure a deal with Commerzbank.
UniCredit already has a presence in Germany through its HypoVereinsbank (HVB) subsidiary, which it acquired in 2005.
Other measures UniCredit could propose include keeping a combined HVB and Commerzbank headquartered in Germany, promising not to close a certain percentage of branches, or maintaining a level of lending for a period of time, which is common in most bank transactions.
One person familiar with the matter said that proposing governance changes was common in transaction negotiations. They stressed that all strategic proposals to be put forward in the event of talks between the two sides would have to first be agreed by UniCredit’s board.
However, the person added that concessions “cannot be all one way” and a deal would require Commerzbank to be willing to sit down to discuss proposals and meet UniCredit “in the middle”.
UniCredit declined to comment.
UniCredit has previously overhauled its board following an acquisition. When the Italian bank acquired HVB, the German lender’s chief executive Dieter Rampl was brought in as chair of the combined group.
Rampl had a complicated tenure at the helm of UniCredit, however. Rampl ousted chief executive Alessandro Profumo in 2010, but left in 2012 after failing to secure enough support for an overhaul of the board’s composition.
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