To this day, we still have no clarity on what Unicredit actually wants

SZ: Ms Orlopp, how did you find out that Unicredit CEO Andrea Orcel had submitted a takeover offer for Commerzbank?
Orlopp: I was in the car on my way to the office. A short message from Andrea Orcel popped up – just a few minutes before Unicredit’s official announcement – and I thought: interesting. We had not expected this at that moment, but we were prepared.

What exactly did he write?
Pretty much what he then communicated publicly.

Why were you surprised?
You are always prepared for everything, but Unicredit’s narrative in February was entirely different. Back then it was: Let’s wait and see, our stake in Commerzbank is an investment. We’ll see how the bank performs. And we did perform – we are delivering exactly what we promised.

That sounds as though you would have preferred a prior warning.
We have been saying that for a year and a half. My style is different. If you really want to build something meaningful together, you talk to each other. To this day, we still have no clarity on what Unicredit actually wants.

Orcel says he wants to create a pan-European bank.
Unicredit’s narrative keeps shifting. Sometimes it is all about revenue synergies; sometimes the idea is simply that Commerzbank will perform better on its own; then it is again about the pan-European angle. It is simply unclear: Where are these synergies meant to come from, what is actually supposed to happen? Because we all know that, due to the unfinished banking union, there are no real cross-border synergies. As far as we are concerned: We have delivered, and as early as February we indicated that we expect to exceed our 2028 targets.

Commerzbank’s share price has indeed risen sharply in 2025. That was also part of your defence strategy. Unicredit has now tabled an offer regardless. Have you lost the fight for independence?
No. Our goal remains to achieve the best outcome for the Bank – for our shareholders, clients, and employees. And over the past 18 months, we have not lost but won. We have created significant value for all our stakeholders, and we intend to continue doing so. Nothing changes in that regard.

Orcel has repeatedly said he wants to meet you to identify red lines and dispel fears and misunderstandings. Why don’t you take him up on that?
That is simply not true. We have confirmed to Unicredit in writing that we are open to talks – that is our duty, and we have no issue with that.

But you keep saying that you want to see an outline first. Why refuse to engage simply because he has not presented a concept? After all, even after a meeting you could still conclude that the plan is too risky.
We are not refusing. Alongside the trust of our shareholders, we are also responsible for more than €400 billion in client assets. That means: if someone knocks on the door and says, I have an idea, then you can reasonably expect them to explain what that idea looks like. If I have an architect who wants to build a house with me, I will say: Show me the blueprint. We are not talking about just any company – we are talking about a systemically important bank for Germany, which can only function when there is trust: among clients, the public, and the state.

One element of that outline is presumably the issue of jobs. Orcel has denied that he is planning a major round of cuts. At the same time, your works council is talking about worst-case scenarios. How do you know what he actually intends?
Because Andrea Orcel has said publicly that he wants to bring Commerzbank down to the cost ratio of Unicredit’s subsidiary HypoVereinsbank. There are only two ways to achieve that: increase revenues – which will be difficult given the customer overlap. Or we become a branch of a group and potentially experience the same as HVB did – a two-thirds reduction in staff. There is no other way to reach a cost ratio of 35 per cent. So, you cannot claim that concerns about job cuts are plucked from thin air. It simply doesn’t work like that.

How many jobs could be lost?
I am not committing to a number, because I don’t know the parameters. But you have to adjust one of the two levers – revenue or costs – to get there. And as I said, revenue is difficult in such a situation: our competitors in Germany are already hoping to win over our clients.

But what would be so bad about cutting jobs? Other banks are desperately looking for staff.
Because we have excellent employees who are motivated, who enjoy working for Commerzbank, and for whom we have a responsibility. And because we are implementing a strategy with our employees that creates predictable and secure value.

Orcel says Europe urgently needs larger banks to compete with US institutions. Isn’t he right?
That depends on the business models. US banks are strong mainly in investment banking because they have different access to capital markets. It is not about size for size’s sake, but rather: Does a transaction genuinely create a stronger entity? That is not a given.

If Orcel cuts costs, perhaps one location will go. Possibly HVB’s headquarters in Munich, or rather Commerzbank’s in Frankfurt?
Unicredit is also keeping that vague, saying it wants to leave it to politics. In Frankfurt we have a strong financial centre, home to many other banks, Deutsche Börse and the ECB.

Orcel has also hinted he might improve the offer. The market seems to expect that, otherwise, your share price would not have risen further. How is your view on that?
That is true – and that is why it is so important to understand what such a transaction would actually look like. Our shareholders would, under the current proposal, receive no cash, but Unicredit shares listed in Milan, and not until 2027. That alone makes it crucial to understand what is in the offer – before we could recommend whether they should accept it or not. At present, we only see that the current offer effectively contains no premium.

What are you hearing from your major shareholders like BlackRock, Union Investment, Deka?
Of course we spoke with our shareholders last week. They are very satisfied with us. At the same time, they say: If something is put on the table, we expect you to look at it. And that is what we have always committed to.

The offer is set to run from May. Orcel now sees a window of twelve weeks for “constructive” talks, meaning, until early June. Is there already a proposed date?
No, there is no date yet.

Do you think there will be a showdown at your AGM in May?
We still do not know whether Unicredit will even attend the AGM.

What if you fail to reach an agreement? If Orcel gathers around 40 per cent of shares by the AGM in 2027, he could gradually change the supervisory board – and thus oust the management board.
Yes, but shareholders want to understand what is happening. Particularly as we enter a period of uncertainty – with major elections in Europe, wars and other geopolitical risks – people want to know what they are investing in and in which countries this bank is rooted. The same applies to the German government, which wears two hats: it must consider Germany as a financial centre and is also a shareholder.

In recent days, the federal government has spoken out again – was that not clear enough?
The federal government has never changed its position and has been very clear. It has spoken out in favour of Commerzbank’s independence and has always said that hostile takeovers are absolutely wrong – a position we fully share. And if you look at what hostile takeovers have done in the banking sector: not a single one has created value because too much is destroyed. What I find interesting, though: first Mr Orcel said the government’s opinion was important – and now suddenly it is supposedly irrelevant. Again: shifting narratives.

Some economists say politicians should stay out of it – shareholders should decide. Don’t they have a point?
The federal government simply says: We support Commerzbank’s strategy and want to understand what is happening. That is both the right of a shareholder and of a state that is interested in stable credit provision for its economy. If a major bank runs into difficulties – and that risk is never zero – it is ultimately the state that has to step in. We know that only too well from the financial crisis. And look at Credit Suisse: the state was deeply involved. Asking these questions is therefore entirely normal from a regulatory-policy perspective.

Because large banks must, in the worst case, be rescued by taxpayers?
The real question is different: Does a takeover lead to stabilisation or destabilisation of the two entities? And does it genuinely create value? It is not just about what happens in a financial crisis, but also how we as banks act in other crises, such as during the pandemic, when our role as lenders was crucial. Destabilising two institutions at the same time – for example through a years-long integration – is in nobody’s interest. The decision ultimately lies with the shareholders – rightly so. But our responsibility as management is to create transparency and outline the alternatives clearly.

Should the federal government at least speak with Unicredit? It also refuses to engage.
It is not my role to advise the government on whom it should or should not meet.

Do you have anything up your sleeve to make the deal unattractive – a poison pill, an acquisition of another bank?
A poison pill would make our Bank less attractive, that is a non-starter. We will not do anything rash. Regarding acquisitions: that remains a topic, but banks are highly valued, so it is not straightforward. We will continue to focus on ourselves.

Is the idea of a white knight off the table – meaning another bank stepping in to acquire you, namely Deutsche Bank?
I believe Deutsche Bank has other priorities on its strategic agenda. And we have seen over recent years that both banks have developed very well independently. Whatever situation we might face, we always have the obligation to assess: What is the best option?

Could the federal government buy more shares to secure a blocking minority?
It is not my role to judge that, you would need to ask the government.

It is said that Commerzbank has spent around €50 million on advisers for the defence. Was it worth it?
It is clear that companies incur advisory costs in such situations. I would prefer not to spend the money at all, but this need was not caused by us. Supervisory board and management board must be independently advised, including legally and by an investment bank. But when I look at the published costs on Unicredit’s side – for example to hedge Commerzbank’s share price – then our costs, which are at present still well below the amount mentioned, appear far less significant. And by the way: had Unicredit taken us over in autumn 2024, shareholders would have left more than €15 billion in value on the table.

Can you imagine staying on in a Commerzbank controlled by Unicredit?
That is not a question that arises at this point. My task, and that of my colleagues on the management board, is to pursue our strategy and be there for our shareholders, clients, and employees.