Commerzbank is a European test

EDI

According to Commerzbank, Unicredit’s approach lacks transparency. According to Unicredit, Commerzbank’s rhetoric serves no other purpose than to divert attention from the fundamentals of the transaction and the benefits for investors and the German economy as a whole. The exchange of accusations between the two banks is intense on the eve of the public offer’s closure today, the results of which will be announced on Thursday, with a 15-day extension of the offer as provided for under current German legislation. This is also unfolding against the backdrop of Europe’s first so-called ‘cross-border’ bank merger – an unprecedented clash between the top management of the two institutions, who are talking to one another but failing to understand each other. To date, however, the bank led by Andrea Orcel already directly holds 41 per cent of Commerzbank, which is enough to control its general meeting but not its governance, although exceeding 50 per cent of the share capital is within reach thanks (in part) to derivatives. But it is precisely on this point that Commerzbank continues to attack Unicredit, accusing it, in essence, of having manipulated the figures in its market communications, thereby giving the impression of being further ahead than it actually is on the path to taking over the German bank. CEO Bettina Orlopp also maintains that, so far, participation in the public offer has come only from small investors or from Unicredit’s counterparties in the very derivative contracts used to lay siege to Commerzbank (the names of Citi and Nomura have been circulating), and that no major institutional investor has tendered their shares (the results of the public offer will reveal the truth). Hence Commerzbank’s appeal to BaFin, the German equivalent of Consob, to which, however, Unicredit has now also turned, turning the accusation on its head. It is Commerzbank, if anything, that is interfering with the proper conduct of the offer, says Unicredit. Finally – as if that weren’t enough – the Frankfurt public prosecutor’s office has also stepped in following a complaint from a trade union. The upshot is that Orcel will be quite busy in Germany for a while before returning to the Italian game of Risk.