Italy fears that UniCredit could propose moving its headquarters to Germany to appease Berlin’s opposition to the acquisition of Commerzbank.
This was reported by three sources familiar with the matter, despite the Italian bank having ruled out such a possibility.
Italy possesses “golden power” to protect national interests in corporate matters and could use it to impose conditions on any deal with Commerzbank, including the retention of the registered office or key executive functions in Italy, one of the sources said.
A long-standing subject of controversy, the issue of the group’s legal headquarters will most likely be raised in the talks that UniCredit has said it intends to initiate following its bid for the German competitor.
After building a stake of nearly 30% in Commerzbank starting in September 2024, despite strong German opposition, UniCredit presented a 35 billion euro all-share offer in March for the country’s second-largest bank.
Last month, UniCredit CEO Andrea Orcel said the offer was aimed at breaking an 18-month stalemate and “opening a 12-week window of engagement and dialogue, putting all cards on the table.”
The offer will formally commence once all necessary authorizations have been obtained.
A UniCredit spokesperson reiterated the bank’s position. “As UniCredit has repeatedly stated, the group’s headquarters is, and will remain, in Italy. There have been no discussions nor requests to the contrary.”
RED LINE
Germany is the largest foreign market for UniCredit, which operates in 13 countries, and its weight would increase significantly if the deal with Commerzbank were to go through.
“On a national basis, the federal nature of UniCredit implies that each of its federated banks is highly autonomous and establishes its headquarters where it deems most appropriate for the country in which it operates,” the spokesperson said.
According to the sources, Rome remains concerned, and one of them described the issue as a red line for the center-right government.
A person involved in a previous UniCredit attempt to acquire Commerzbank stated that a lender’s legal headquarters is important because it gives governments greater confidence in the ability to exert pressure during times of distress.
Last year, Italy used its “golden power” to set conditions on UniCredit’s bid for Banco BPM, a transaction that subsequently failed to materialize, according to UniCredit, precisely because of the government’s intervention.
The golden power is now at the center of a dispute with Brussels, which is keen to promote the single market and cross-border banking operations. EU antitrust authorities have launched an infringement procedure against Rome, challenging its claim to be able to vet banking mergers on national security grounds.
(Translated by Jasmine Mazzarello, editing by Gianluca Semeraro)