Banken-Gipfel: „Dürfen es nicht verbaseln“ – Commerzbank-Chefin Orlopp warnt vor Scheitern der Übernahmegespräche

Commerzbank-Chief Bettina Orlopp voiced concerns over potential failure in merger talks with Unicredit. On the Handelsblatt Banken-Gipfel summit, Orlopp stressed the importance of successful talks, warning against "not surprising anyone." The proposed merger between Germany's second-largest listed bank and Italy's Unicredit would be a test case for cross-border bank mergers in Europe.

Any failure would not only harm the banks themselves but also investors and employees. Additionally, it would negatively impact the European banking market. Unicredit has been a stakeholder in Commerzbank since 2024, and after a takeover offer, they will control nearly 50% of the shares, giving them the majority to take control at the next shareholder meeting.

The German government, currently the second-largest shareholder, holds about 13% and has long advocated for Commerzbank's independence. Finance Minister Lars Klingbeil (SPD) invited Unicredit CEO Andrea Orcel to Berlin on September 14th to discuss the government's position. Orlopp advised both banks to avoid a confrontational approach and work together on their strategic plans.

In August, Orlopp expressed optimism about a friendly deal with Unicredit, but others remain doubtful. Orcel has announced plans to cut 7,000 full-time jobs in Germany and thin out Commerzbank's overseas network if the merger occurs. Orlopp shares these doubts. Although Commerzbank has implemented a substantial cost-cutting package, Orcel aims to reduce the cost-income ratio by a further 12 percentage points.

Such significant savings are considered "too high a price." Orcel also plans to discuss matters with the German government, employee representatives, and the leadership of Commerzbank's Polish subsidiary, M-Bank, rather than the Commerzbank board. Financial sources suggest that the talks in recent weeks have mainly focused on technical issues, such as how both institutions will proceed after receiving approval for the control transfer from the banking regulator.

Unicredit will consolidate Commerzbank into their balance sheet, requiring information from the Frankfurt-based bank. Legal issues are also being discussed, as both banks must be cautious not to share confidential information during bilateral talks that could disadvantage other Commerzbank shareholders. Orlopp hopes to discuss the banks' future direction with Orcel.

Commerzbank's supervisory board chairman, Jens Weidmann, recently expressed that trust needs time to rebuild, and fundamental questions must be discussed meaningfully. A dispute between Orlopp and Orcel centers around the future of Commerzbank's overseas network. While Commerzbank believes it is essential to serve small and medium-sized enterprises in foreign transactions, Unicredit prefers to partner with local correspondents in non-European markets.

Competitors closely monitor the situation, with Deutsche Bank LBBW CEO Rainer Neske commenting that the decision depends on each company's business model. Unicredit relies on correspondent banks and boasts a favorable cost-income ratio. Commerzbank, on the other hand, values having its own local staff to build deeper relationships and support clients over the long term.

Firm customers are looking for alternatives, and Orlopp and her team commend Commerzbank for its performance in recent years. Commerzbank is a highly efficient bank that has shown impressive determination in the last two to three years. However, a merger with the German subsidiary Hypo-Vereinsbank (HVB) of Unicredit could create opportunities for large and medium-sized enterprises.