MILAN, April 9 (Reuters) - Italian bank UniCredit said the uncertainty arising from an integration with Commerzbank could cause employees "with fundamental institutional knowledge" to leave,
UniCredit says control of Commerzbank would trigger bid for Poland's mBank
By Valentina Za
UniCredit's Bid for Commerzbank and Implications for mBank
Overview of the Acquisition Bid
MILAN, April 9 (Reuters) - UniCredit said acquiring control of Commerzbank would obligate it to bid for the roughly 30% of Poland's mBank that Commerzbank does not already own, increasing the cost of its takeover.
The Italian banking group, which owns almost 30% of Commerzbank, unveiled a near 35 billion euro ($41 billion) all-share bid for the rival last month.
The bid should lift its holding slightly above 30%, UniCredit had said at the time, and leave it free to buy the German bank's shares on the market once the offer is completed.
Regulatory Requirements and Polish Rules
Thresholds Triggering a Mandatory Bid
However, if UniCredit came to own more than 50% of voting rights in Commerzbank, Polish rules would require it to bid for the whole of mBank, the Italian lender said in documents published on its website ahead of a May 4 shareholder vote to approve issuing new shares to finance the offer.
The German lender owns 69.1% of mBank, which has a market value of $14.5 billion, LSEG data showed.
Bid Structure and Cash Component
UniCredit said Polish rules also require that any potential bid included a cash component with a minimum price set by the law.
Potential Delisting and Regulatory Preferences
UniCredit's offer for mBank would lead to a delisting, but Polish financial supervisors have repeatedly expressed a preference for banks to be listed. A person with knowledge of the matter said it remained to be seen whether UniCredit would need to buy the entire 30.9% of mBank not owned by Commerzbank.
Risks and Potential Impact
Risks for Investors and Employee Retention
In listing further risks for investors, UniCredit said the uncertainty arising from its pursuit of the rival and a possible, eventual integration could cause high-level employees to exit, potentially leading to client loss for both lenders.
Background and Strategic Rationale
Its decision to launch the bid followed Commerzbank's refusal to jointly work on initiatives that could create value for shareholders, UniCredit added.
Potential Benefits and Future Outlook
Client Benefits and Market Expansion
Commerzbank's clients could benefit from a wider range of products available to UniCredit's German subsidiary and more services, especially in capital markets, the Italian lender said.
Unlocking Commerzbank's Potential
A higher stake "would support and further intensify efforts to unblock Commerzbank's full potential," it said.
Exchange Rate Information
($1 = 0.8576 euros)
Reporting Credits
(Reporting by Valentina Za; Editing by Alvise Armellini and Janane Venkatraman)
