Unicredit’s plan dismantles Commerzbank

• UniCredit’s plans would dismantle Commerzbank’s business model, while UniCredit is also not offering our shareholders any premium.
• A particular strength of Commerzbank is its international network for corporate clients from the DACH region, which is unique in this focus.
• An independent Commerzbank enjoys strong support from its clients and is continuing to pursue its successful “Momentum” strategy.
• In several surveys, the German business community is calling for an independent Commerzbank

Mr Kotzbauer, how is the corporate lending business performing at the moment?
As far as the day-to-day corporate clients business is concerned, I am very satisfied. We had a successful year in 2025. The economic environment we are operating in is not getting any easier – globally, in Europe or in Germany. Without pre-empting our quarterly figures, which are scheduled for publication on 8 May: our loan book is resilient and broadly in line with the average level of recent years. So it is stable.

Are you surprised by this stability of the loan portfolio?
No. We know a great deal about lending and we have our risks under control. In addition – and this may sound strange – we are also seeing some positive effects from the coronavirus crisis. The black hole that we were all staring into during the pandemic prompted our clients to very decisively do their homework: they strengthened capital and liquidity and reduced their cost base. Liquidity in particular is crucial – a lack of it is the most frequent cause of insolvency. The old banker’s saying “liquidity kills first” has repeatedly proven to be true.

Your borrowing clients are facing new burdens all the time, such as the current blockage of the Strait of Hormuz. Where is the tipping point for the economy?
We have now had several years in which Germany has seen little to no economic growth. With every year without growth, resilience diminishes. That is why we urgently need to get back onto a growth path in Germany. No resilience lasts forever.

What would need to change in Germany?
Before 2020, only a few companies felt under pressure to hedge themselves against high energy prices. Even letters of credit to insure against non-payment were out of fashion. Today, many of our clients have already hedged their positions through 2027 and often for the years beyond – which entails high costs. So, we urgently need to tackle high energy prices in Germany and the availability of energy. And even if you may not want to hear it anymore: the reduction of red tape must finally be approached with real determination.

What specifically would you abolish?
The obligations arising from the Supply Chain Act and the so-called Tariftreuegesetz (binding on collectively agreed pay and conditions in public procurement) can only be met by companies at the cost of enormous effort. When it comes to network infrastructure, approvals are indeed being granted more quickly – that is a positive development. But if I look at production plants, the approval procedures fill filing cabinets. It takes far too long. It is not only public administration – we all have to ask ourselves: do we have the right mindset? Have we really understood what it means to be exposed to global competition?

Don’t we also need larger banks in Europe in order to compete with US banks? Yet Commerzbank’s Board of Managing Directors says no to a merger with your major shareholder Unicredit. Everyone calls for change – but preferably only for others.
Nice segue! That is wrong. We are not refusing to talk to Unicredit. What Unicredit has now put on the table after 18 months and numerous meetings is a plan that breaks up the Bank as it currently serves its clients – and offers our shareholders no premium in return. Regarding your question of banking consolidation: in Europe we have to separate two things. For genuine cross-border European bank mergers, we have long been calling for a European capital markets union and a banking union with a common European deposit insurance scheme. In addition, we need Europe-wide securitisations that can attract international investors. None of this exists. That is why, as a bank today, you are not allowed to move your equity and your liquidity across borders within Europe. A bank takeover will not resolve the political blockages surrounding the banking union. This can be seen in Unicredit’s acquisitions of HVB and Bank Austria. The reverse sequence makes sense: first banking union, then banking mergers.

So this is not a European takeover?
You would have to ask Unicredit’s CEO Andrea Orcel. Recently, he himself has no longer spoken only of a cross-border European banking merger, but also of a national merger of Commerzbank with HypoVereinsbank.

Leaving that question aside for a moment: why is Commerzbank’s Board of Managing Directors not talking to Unicredit?
We would put that question back, because there have been many meetings in recent months. In none of these meetings was Unicredit ever interested in talking about our business model or their plans for Commerzbank. They only did so after they unilaterally announced an offer to our shareholders this March without any prior agreement. We made the outcome clear on the Tuesday after Easter: there are several reasons why we do not see any basis in Unicredit’s plans for a value-creating combination of Commerzbank and Unicredit.

What are the most important points?
The announced share-exchange offer from Unicredit effectively includes no premium for our shareholders. In fact, the opposite is true. Because of our sharply increased share price, our shareholders would even have to exchange their shares at a discount for Unicredit shares. As the Board of Managing Directors of Commerzbank, we are always obliged to act in the interests of our shareholders. In addition, we have a very different view of the appropriate business model. This has now also become public.

You are referring to the 34-page presentation that Orcel gave to analysts on 20 April.
We had no idea that Unicredit would go public in this way. It was a hostile move with misleading statements, which we rejected on the very same day. We will go into this in more detail as part of our quarterly figures and our announced strategy update on 8 May. Let me just make one point: the arguments being put forward take no account whatsoever of the interests of our clients – yet clients are the very basis for a bank’s existence.

Part of the defence strategy against the takeover offer, which is due to be approved by Unicredit’s Annual General Meeting on 4 May, is to highlight the special nature of Commerzbank’s business model. What is so special about it?
Germany is an economy that internationalised very, very early. That is different from a pure export-led economy. Commerzbank’s strategy has always been to build the bridge from our home markets in Germany, Austria and Switzerland out into the world and back again – especially for the all-important German Mittelstand. When a company from this region goes to Shanghai, Beijing or the US – wherever it may be – we support that journey to and from Germany, Austria and Switzerland. Around 58 percent of our corporate clients’ revenues have a clear link to our international network. Without this function as a bridge to foreign markets, Commerzbank would no longer be Commerzbank. We were founded in 1870 precisely for this purpose – as a foreign trade bank.

But your competitors would probably say the same – banks as bridge-builders for their clients into foreign markets.
What is special is this very strong focus and the international network, which does not otherwise exist in the market in this form. In the corporate clients business we do nothing else. What is agreed with the client in Germany applies worldwide – it is agreed worldwide and valid worldwide. For clients in Germany, this is unique at Commerzbank.

Is the new world order currently changing globalisation – and thus also Commerzbank’s business model?
Globalisation as we knew it no longer exists. We are talking about regionalisation with more local production. Incidentally, this is not only true in the US, but everywhere. What we are currently seeing is increased diversification. Our corporate clients constantly have to ask themselves: which markets should we strengthen, where should we maintain stability, and which markets should be put back under the microscope?

Is America becoming a country where you can no longer invest?
No. German business – and the German Mittelstand as well – is highly experienced; they are not international novices. The questions they are asking are more likely to be how the higher tariffs will affect their own business and whether local production on the ground will pay off.

You yourself were Commerzbank’s Regional Board Member for Asia. What did you experience in China?
I experienced what it is like when there are restrictions on liquidity for foreign clients. A German Mittelstand company in China is not the core business of Chinese banks. That is precisely why I say that it takes a house bank in Germany that truly focuses on the larger Mittelstand – and that is a reliable partner for its clients abroad through all phases.

Why do you need an operating branch in Shanghai?
You need a presence on the ground that knows the local conditions and regulations and supports clients where they are and where they want to build something. Think of credit decisions taken locally – for that you need an operating branch on site. You cannot manage that solely from Germany, nor with just a representative office.

Does Unicredit have an operating branch in China?
No. To the best of my knowledge, they have a representative office in Beijing and no operating branch in Shanghai or anywhere else in China. In this important market, their ability to support corporate clients locally is therefore limited. Unicredit quite simply has a different business model and serves its corporate clients with its banks in 13 European countries.

Unicredit claims to be more efficient and more automated.
With locations in more than 40 countries, Commerzbank operates a global and efficient network of branches and representative offices. Our international presence has been a core element of our business model for 150 years and is managed based on risk and returns to offer clients worldwide a reliable and highly competent partnership.

What are your clients saying about the takeover?
Commerzbank has a very loyal client base. On average, our corporate clients have been with Commerzbank for 18 years. I personally have known some clients for decades. In several surveys – and also in public statements – our corporate clients have clearly spoken out in favour of an independent Commerzbank.

In the end, the price will decide the outcome of the transaction.
There are three key stakeholder groups that decide the success or failure of a combination: shareholders, employees and clients. An undertaking of this kind has to be aligned with all three groups. And yes, offering Commerzbank shareholders an appropriate premium is one of the key preconditions that Unicredit has so far failed to meet. At present, Unicredit is pursuing the opposite path and attacking Commerzbank’s current performance and valuation. From a governance, regulatory and shareholder perspective, this is highly questionable.

Commerzbank has had some very difficult years economically.
If you look further back, that is true. Mistakes were made. But it is also true that, after 2020 and most recently with the “Momentum” strategy, we have brought the Bank back onto a successful course. That can be measured in client and employee satisfaction as well as in our financial performance. From 2010 onwards, the integration of Dresdner Bank was like a roundabout that kept us very busy with integration. That was a major factor behind the difficulties we are now once again warning against. For years now we have been reliably delivering on what we promised. On 8 May, we will show what we are planning for the future – with clear targets through to 2030.

All rights reserved. The article was conducted and published in German. We received the permission to translate it into English from Frankfurter Allgemeine Zeitung GmbH, Frankfurt.