Italy’s UniCredit pushes ahead with BPM and Commerzbank deals

Italy’s second-largest lender, UniCredit, is advancing its European expansion strategy with a dual-track approach, including a €14 billion ($16 billion) takeover bid for domestic rival Banco BPM, and increasing its stake in Germany’s Commerzbank, as regulatory powers in both countries gave the go-ahead.

On Friday, the Italian government confirmed it will exercise its “golden powers” to impose conditions on UniCredit’s bid for Banco BPM. Golden powers, granted under national law, enable authorities to intervene in mergers and acquisitions involving companies in sectors deemed vital to national interests—such as defense, energy, and finance—by setting specific requirements or blocking deals entirely.

While the government did not disclose the exact conditions, local media reports, citing officials, indicated that UniCredit may be required to fully exit its operations in Russia for the deal to move forward. The offer, which has received approvals from the European Central Bank (ECB) and Italy’s market regulator, is expected to open on April 28 and remain valid until June 23.

Green light for Commerzbank stake

Simultaneously, UniCredit secured regulatory clearance from Germany’s federal cartel office (BKA) on April 14 to increase its direct shareholding in Commerzbank to as much as 29.99%. The move removes a key barrier to expanding its influence in Europe’s largest economy and supports the bank’s broader cross-border growth ambitions.

The BKA said the increased stake would bolster UniCredit’s role in Germany’s corporate and retail banking markets but emphasized that robust competition would continue across all segments. UniCredit currently holds just over 9% of Commerzbank directly and an additional 18.6% through derivatives, making it the second-largest shareholder after the German state, which owns a 12.1% stake.

While the European Central Bank (ECB) already approved a rise in UniCredit’s holdings to 29.99%, the bank needed domestic antitrust clearance before converting its indirect positions into direct equity.

A direct stake exceeding 30% would, under German law, trigger a mandatory full takeover bid. Speculation about such a move began in September 2024 when UniCredit disclosed its growing interest in Commerzbank. The prospect of a foreign acquisition sparked political backlash in Germany, including criticism from Chancellor Olaf Scholz.

In response, Commerzbank unveiled a defense strategy that includes cutting 3,900 jobs and increasing dividend payouts in an effort to boost its valuation and discourage a takeover. UniCredit, for now, has stated it may wait until 2027 to make a final decision on whether to pursue full control, citing the need to assess the outcomes of Commerzbank’s restructuring efforts.