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Italy’s UniCredit said it aims to take control of Germany’s Commerzbank shortly after its offer gets regulatory approval, while watching dealmaking in Italy from the sidelines.
Andrea Orcel, chief executive of the Italian bank, on Thursday outlined his plans for a greater alignment between Commerzbank and UniCredit’s existing business in Germany, HVB, during a transition period of up to three years before pursuing a full merger.
UniCredit just wrapped up a tender offer that gave it a near majority in its German rival and Orcel is preparing the next phase of his long-running campaign to take over Commerzbank, which could become Europe’s largest banking deal since the 2008 financial crisis.
Regulatory authorization for the offer is expected in the fourth quarter and, once that happens, UniCredit intends to take the necessary steps to exercise control and begin the implementation of its playbook on Commerzbank, Orcel said. Until then, UniCredit is seeking to engage with the German government, Commerzbank’s governing bodies, labor representatives and other stakeholders, he added.
“There is a clear opportunity to create a stronger Commerzbank, a stronger UniCredit, and a stronger pan-European banking group for Europe,” Orcel told analysts during an earnings conference call.
The plan includes investments of 2.2 billion euros ($2.51 billion) to undo what Orcel called underinvestment by Commerzbank in recent years to boost short-term results. He warned the investment might hurt profitability and shareholder returns at Commerzbank, including this year.
UniCredit expects to dictate the German bank’s strategy from the beginning of next year, and that it would be in a position to call a shareholder vote to exercise its control if necessary, Orcel said.
“We are convinced that we will need two or three years keeping the banks separate before doing anything,” Orcel said. “To be clear, even if we had a higher stake, we wouldn’t be merging earlier.”
While the Commerzbank offer was under way, dealmaking activity has sprung up in UniCredit’s home market. Intesa Sanpaolo launched a $35 billion takeover offer for Banca Monte dei Paschi di Siena, which is also considering a rival proposal to combine with Banco BPM.
Orcel said UniCredit is gaining market share as a result, and signaled the bank wouldn’t participate in a transaction in Italy unless it improved the performance of its local business.
UniCredit raised its profit targets for its standalone operations in 2026 and beyond, saying its increased position in Commerzbank could provide an additional earnings boost. It now expects net profit for 2026 to be well above 11 billion euros, up from its previous guidance of a result equal to or above 11 billion euros.
The bank also lifted its 2028 net profit target to well above 13 billion euros, before full consolidation of Commerzbank, from a previous goal of around 13 billion euros. The Commerzbank transaction is expected to drive double-digit percentage growth in net profit for the 2026-28 period, UniCredit said.
A one-off hit tied to hedging and funding for the Commerzbank offer weighed on UniCredit’s net profit for the second quarter, which fell 13% on year to 2.91 billion euros. Excluding the one-off effect, UniCredit’s net profit was 3.1 billion euros, it said.
Revenue was 6.52 billion euros, up 6.6% from the year-earlier period.
Analysts had forecast UniCredit’s net profit at 2.84 billion euros and revenue at 6.47 billion euros.
Write to Adrià Calatayud at [email protected]