Commerzbank chair calls for review of German takeover rules after UniCredit bid

BERLIN, Aug 23 (Reuters) – Commerzbank’s supervisory board chair, Jens Weidmann, has called for a review of Germany’s takeover rules, saying UniCredit was able to secure control of the lender without offering shareholders an adequate premium, a newspaper reported on Sunday.

Weidmann was quoted as telling Sueddeutsche Zeitung that the Italian bank’s approach raised questions because it had been able to obtain a majority despite making what he described as a financially unattractive offer.

UniCredit did not immediately respond to a request for comment. 

Of the roughly 73% of Commerzbank shares that could have been tendered to UniCredit, fewer than 18% were tendered, Weidmann said. 

Institutional and retail investors accounted for less than 3 percentage points, with the remainder coming from banks linked to UniCredit, he added.

“UniCredit was thus able to achieve a majority with a financially unattractive offer without paying an appropriate control premium,” Weidmann told the newspaper. “That raises questions about takeover law in Germany, which lawmakers may want to examine.”

The offer period has ended but the deal is not yet fully settled, as regulatory approvals are still required before UniCredit can take possession of the tendered shares.

Commerzbank’s campaign against a UniCredit takeover faded in July as the Italian lender gradually accumulated a stake of 48%, which is sufficient to determine shareholder resolutions.

Weidmann also said the German government should retain its Commerzbank stake for now, despite the holding having originated in a rescue package during the global financial crisis.

“The stake was part of a rescue measure, so the federal government should eventually withdraw,” Weidmann said. “But in the current phase, it makes sense for the government to remain a shareholder in order to actively represent the interests of Germany as a business location.”

(Reporting by Maria Martinez;Editing by Helen Popper)