UniCredit could begin reshaping Commerzbank’s supervisory board as early as January as the Italian lender moves closer to gaining control of Germany’s second-largest bank, the Financial Times reported on Tuesday.
The move would allow UniCredit CEO Andrea Orcel to have greater influence over Commerzbank’s strategy after the Italian bank spent two years building its stake in the German lender.
UniCredit Nears Control of Commerzbank
UniCredit has secured nearly 50% of Commerzbank’s share capital. The stake would give it enough voting power to control shareholder resolutions once the remaining regulatory approvals for ownership are secured.
According to the FT, UniCredit plans to call an extraordinary general meeting after receiving the necessary regulatory clearances.
An overhaul of Commerzbank’s supervisory board in January would represent the earliest possible timetable. The FT said the more likely scenario would be for UniCredit to secure control by the end of February and replace all 10 shareholder representatives on Commerzbank’s 20-member supervisory board.
The changes could instead be delayed until Commerzbank’s annual general meeting in May if the German bank seeks more time.
Orcel Wants Strategy Changes From January
Orcel said in July that he wanted Commerzbank to begin implementing the strategy he had developed for the lender from January.
He had also indicated that UniCredit could use its 48% stake to install a new supervisory board if Commerzbank did not move toward his proposed strategy.
Reuters reported earlier this month that Orcel also wants Commerzbank CEO Bettina Orlopp to leave her position.
Neither UniCredit nor Commerzbank immediately commented on the latest report.
Germany Seeks Safeguards
The German government and Commerzbank had initially resisted UniCredit’s expansion, but their position softened after the Italian lender gained de facto control and discussions began over the terms of a potential takeover.
Berlin wants Commerzbank to remain publicly listed, retain its headquarters in Frankfurt and continue supporting German medium-sized companies both domestically and internationally.
Germany also wants to retain the right to appoint two members to Commerzbank’s supervisory board, a right it received after providing a bailout to the bank in 2009. UniCredit opposes that arrangement.
The German government currently holds a 13.3% stake in Commerzbank.
Board Battle Could Shape the Takeover
The timing and composition of Commerzbank’s supervisory board could become a key issue as UniCredit seeks to exert greater control over the lender.
A January board overhaul would give UniCredit an earlier opportunity to influence the bank’s direction, while a delay until May would extend the current board’s tenure during an important stage of the takeover process.
For now, the final timetable depends on regul
