MILAN/FRANKFURT, March 16 (Reuters) - UniCredit CRDI.MI made a low-ball unsolicited bid for Commerzbank CBKG.DE on Monday to pressure it into merger talks and unlock an 18-month stalemate over what would be one of the biggest European cross-border banking deals since the 2008 financial crisis.
The Italian bank does not expect its offer, worth around 35 billion euros ($40 billion), to convince many shareholders. But the move ratchets up the pressure and gives UniCredit, which already owns nearly 30% of Frankfurt-based Commerzbank, the freedom to acquire more shares on the open market in 2027.
With governments across Europe determined to have a say on banking consolidation while protecting jobs and the independence of their local industry, politicians are key actors in a saga that UniCredit started when it bought a stake in Commerzbank in September 2024.
Here are some of the key players and where they stand:
THE BANK EXECUTIVES
Andrea Orcel, UniCredit CEO and architect of the deal. The former investment banker has been frustrated at the slow progress but Monday's offer shows how determined he is to push on, having failed to buy an Italian lender last year.
Bettina Orlopp, Commerzbank CEO, has long argued for the bank's independence and said on Monday: "This move is not coordinated with us."
THE GOVERNMENT FIGURES
Friedrich Merz, chancellor of Germany, which owns almost 13% of Commerzbank, reiterated on Monday that Germany wants an independent Commerzbank, opposition to a merger that is consistent with his predecessor's stance.
Lars Klingbeil, German finance minister, oversees the governments stake and his party wants to protect jobs. He has called UniCredit's advances "unfriendly".
Giorgia Meloni, Italian prime minister, has never expressed support for UniCredit CEO Andrea Orcel's foreign expansion plans and only talked about the government's view on the domestic banking market.
Giancarlo Giorgetti, Italy's finance minister, actively fought UniCredit's bid for smaller rival Banco BPM, contributing to its failure.
THE REGULATORS
The European Central Bank, which favours European integration, has authorised UniCredit to cross the 10% threshold and get to 29.9%. It needs to clear further thresholds, such as 30% and 50%.
The EU Commission, as competition watchdog, would get involved in assessing the deal if UniCredit were to acquire a controlling majority of Commerzbank
LABOUR REPRESENTATIVES
German labour union Verdi has already seen staff at Commerzbank slashed and is fiercely against a takeover. Commerzbank employs nearly 40,000 people.
Sascha Uebel, chairman of Commerzbank’s works council and a deputy of the bank's supervisory board, told German news agency DPA that UniCredit's latest move was shameful and hostile.
CUSTOMERS
A group of customers from Germany's corporate elite pleaded with Commerzbank's CEO to reject a deal, Reuters has previously reported.
INVESTORS
Many shareholders have remained quiet but one, Union Investment, has called for a constructive dialogue between the banks.
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(Reporting by Valentina Za, Tom Sims and Tommy Reggiori Wilkes; Editing by Alexander Smith)
((thomas.wilkes@thomsonreuters.com))