(Il Sole 24 Ore Radiocor) - Milano, 16 mar - Italian lender UniCredit said it was launching a voluntary exchange offer to take over 30% in the German lender Commerzbank to overcome the 30% cliff-edge that exists under German takeover law and foster constructive engagement with Commerzbank and its stakeholders in the coming weeks.

It added that it has no expectations of achieving control of the German lender, but the move would both remove the need for the Italian lender to continuously adjust its stake to remain under the 30% threshold due to the ongoing Commerzbank share buyback programme and an ability to increase its stake freely in the open market .

UniCredit currently holds a direct stake of around 26% in Commerzbank and an additional stake of about 4% is held via total return swaps.

UniCredit said it was open for dialogue and is willing to build bridges with Commerzbank and key stakeholders.

"The board of UniCredit regards this offer as a sensible, pragmatic measure with no downside given that the existing stake continues to be significantly value accretive irrespective of the offer leading to an increased stake of over 30% or not," the bank said.

The offer exchange ratio will be determined by BaFin in the coming days based on the 3 month volume weighted average price of both Commerzbank and UniCredit. UniCredit expects this to be 0.485 shares of UniCredit per share of Commerzbank implying a 30.8 euros price per Commerzbank share, or a 4% premium as of closing on March 13.

The offer is expected to be formally launched at the beginning of May with an offer period of four weeks.

An extraordinary general meeting will be called for May to seek authorization for the related capital increase. Subject to the fulfilment or waiver by UniCredit of the conditions to the offer, settlement is expected to be completed by the first half of 2027 after having obtained all necessary regulatory clearances, as will be further detailed in the offer document UniCredit is still seeking shareholder approval for the 2025 share buy back in the amount of 4.75 billion euros at the AGM on March 31 while ECB approval is pending. The buyback will commence after the offer period closes and depend on the final offer take up. There is no impact on UniCredit's dividend policy.

If as expected UniCredit remains with no control in Commerzbank the financial impact on capital will be.

negligible.

(RADIOCOR) 16-03-26 08:42:06 (0119) 5 NNNN