UniCredit is preparing to gain control of Commerzbank as early as January next year and plans a comprehensive overhaul of the German bank's supervisory board once the takeover is completed. If the deal moves forward, it will rank among the largest European bank mergers since the global financial crisis.

Under the current plan, UniCredit will convene an extraordinary general meeting after securing the remaining regulatory approvals to push through changes to Commerzbank's governance structure. Its base case is to obtain control by the end of February next year, with the most optimistic scenario allowing completion as early as January.

The core move: reshaping the supervisory board

Commerzbank operates under a two-tier board structure, and 10 of the 20 seats on its supervisory board are held by shareholder representatives. UniCredit plans to replace all 10 shareholder representatives, thereby gaining de facto control of the supervisory board. This means UniCredit's next-phase objective is no longer merely to keep increasing its stake, but to directly secure control at the corporate governance level. Once the relevant regulatory approvals are completed, the extraordinary general meeting will become the key milestone in the entire takeover plan. By commanding majority influence on the supervisory board, UniCredit will be able to further drive strategic and operational adjustments at Commerzbank.

Plans for sharp cuts to non-core businesses after the takeover

UniCredit Chief Executive Andrea Orcel has already prepared a relatively clear direction for the post-takeover restructuring. One important measure is to shrink part of Commerzbank's international business network and exit a batch of corporate lending operations that have little connection to its core German and Polish markets. The related plan involves approximately 20 billion euros of corporate loans. These loans are mainly located in markets outside Germany and Poland and are not necessary to serve German mid-sized corporate clients. UniCredit hopes to dispose of or gradually exit these assets so that Commerzbank can become more focused on its core markets. At the same time, UniCredit plans to cut the overall cost base to improve Commerzbank's operating efficiency and profitability. Therefore, if UniCredit truly gains control, the post-deal focus will not be limited to equity integration, but will involve a systematic restructuring of Commerzbank's balance sheet, international network and cost structure.

A shift in the German government's stance becomes the key

One of the biggest obstacles to this deal had been the clear opposition of the German government. The German government still holds nearly 13% of Commerzbank's shares and had long opposed UniCredit's takeover of Germany's second-largest bank, especially out of concern that the deal could affect Germany's financial system and domestic corporate financing. But the German government's attitude has recently shifted. Germany is gradually moving from outright opposition toward setting conditions for a potential deal. This does not mean the German government already supports the acquisition, but compared with its previous stance of complete resistance, it has left room for further negotiations between the two sides. This change is also an important backdrop for UniCredit's decision to set a concrete timetable for gaining control as early as the start of next year.

The deal is moving from a battle over shareholding into a control phase

UniCredit's actions around Commerzbank have now entered a new stage. Previously, market attention focused mainly on the rise in UniCredit's shareholding and whether the German government would block it from further expanding its influence; now, the focus has shifted to regulatory approvals, the extraordinary general meeting and the overhaul of the supervisory board. If the plan proceeds smoothly, UniCredit could obtain de facto control of Commerzbank as early as January next year and subsequently launch a large-scale business restructuring. Therefore, the most important thing to watch next is no longer whether UniCredit still has the will to acquire, but when the remaining regulatory clearances will arrive and what conditions the German government will ultimately set for the deal.