"Unfriendly takeovers are rarely successful"

Ms Orlopp, Germany is the third-richest country in the world. At the same time, over half the population fears they won’t have enough money to pay their bills. How does that add up?
That should certainly give us pause for thought. It’s not a good sign when the gap between rich and poor continues to widen, especially in such a wealthy country like Germany. But the truth is also this: When it comes to money matters, we are very conservative. We rent apartments rather than buying them early. We save rather than invest. In the past, it was savings books; today, for many, money simply sits in overnight or current accounts – some even keep it in cash. The scepticism towards securities remains very high.

Why is that?
Stock markets can be highly volatile. Many people primarily notice the downward swings. What often gets overlooked is that, during periods of high inflation, cash or money sitting in checking accounts also loses value. Of course, investing in securities involves risks. But over the past decades, this approach has consistently delivered better outcomes.

How do you plan to encourage people to take more financial risks?
We need more role models – public figures who emphasise opportunities rather than merely highlighting risks. Recently, especially among top politicians, we’ve heard more warnings than encouragement.

Are you referring to the former Chancellor Olaf Scholz, who once publicly admitted that he didn’t use any sophisticated investment options but kept all his money in savings?
There are many such examples. This has a huge influence on people. It only feeds into the already high scepticism surrounding securities. Additionally, the better people understand financial products, the easier it is for them to invest.

Studies show that Germans have relatively low levels of financial literacy compared to other European countries. Where should we begin?
You can already start in primary school, teaching children in a playful way that they’ll get more out of their pocket money later if they don’t just put it in a piggy bank. In secondary school, this should be explored in much greater depth than it is today, whether in mathematics, social studies, or dedicated economics classes. The government’s planned "early retirement savings" programme is also a good idea, even if it’s only about small sums, such as €10 a month. Investing should become second nature to the younger generation.

Over a year ago, UniCredit, your competitor from Italy, unexpectedly became a shareholder in Commerzbank. They’ve been steadily increasing their stake since. UniCredit CEO Andrea Orcel would prefer to take over Commerzbank entirely. What would be so bad about that?
As the leading bank for the German Mittelstand, as well as a trusted partner for private and business customers, we’re already highly successful. We believe in our standalone strategy and the continued value creation it brings. This is something the capital markets also recognise. At present, we see no conceivable path to a value-creating transaction with UniCredit.

UniCredit owns HypoVereinsbank, which also focuses on the Mittelstand, like Commerzbank. Wouldn’t it make sense for the two of you to join forces?
There’s no product we’re missing that UniCredit or HVB offers – and vice versa. In fact, we cover very similar markets. There’s significant overlap between their clients in the Mittelstand and large corporations we serve. Any merger would likely lead to a loss of revenue, not gains.

At least in terms of costs, you could benefit – from consolidating branch networks, headquarters, management teams ...
Of course, one could calculate the potential savings from no longer maintaining two separate branch networks of 400 and 300 locations. Similarly, savings could be realised by merging central functions. But the entire takeover scenario is ultimately fixated on the cost side. What it overlooks is that integrating these two systems would be highly complex and carry significant implementation risks. For several years, the two entities would be preoccupied with themselves. Important forward-looking topics would inevitably take a back seat.

On the international stage, however, Commerzbank doesn’t hold significant sway. The European Commission, ECB, and financial markets all advocate for greater consolidation in the European banking sector – fewer, but larger banks. Why are you opposed?
The main focus of our business is serving the German Mittelstand and private customers, meaning we have a specific, focused business model. I also believe it is vital for Europe to have firms that can compete with the large American banks. But, in order to achieve this, we first need the Banking Union to be completed. This means having a common deposit insurance system, uniform insolvency rules, and an integrated capital market. Without these foundational steps, no European player can build the necessary strength or value.

With its 29% stake in Commerzbank, UniCredit has become your largest shareholder. How can you still prevent a takeover?
UniCredit is currently a minority shareholder – no more, no less. We’re focusing on continuing to deliver on our promises by continuing the successful work of the past months. Our market value and profitability improve quarter by quarter. Compared to UniCredit, we’ve performed better both this year and since they initially invested.

Commerzbank’s share price has nearly doubled within a year. Buying out the remaining shareholders is becoming increasingly expensive. Can UniCredit even afford to take over at this point?
Generally speaking, hostile takeovers – those not mutually planned from the outset – rarely succeed. Furthermore, our valuation has improved significantly in our favour since September last year. Any offer from UniCredit would have to be very convincing. To evaluate that, however, there would first need to be an offer on the table.

You’ve been successfully resisting a hostile takeover for over a year. What effect has this had on you?
For our employees, partners, and customers, this topic is, of course, very present. Every new development, no matter how small, creates uncertainty and ties up resources. However, it’s not something that occupies me all day. It’s a recurring theme alongside a range of other matters. For this, we have a core team that monitors developments in the case. The lack of clarity from UniCredit regarding their intentions is, of course, unhelpful.

You seem very resolute about defending Commerzbank’s independence. You also have the support of the Chancellor and the Finance Minister. So, when will Mr Orcel give up?
You’d have to ask him that. The position of the federal government and the state, as one of our shareholders, is certainly well-known to him. What UniCredit decides to do with their stake is entirely up to them. I’m focusing on what I can control – that is, the work at Commerzbank. Making it a little better for our customers every day and securing jobs in the process.

Do the two of you speak to one another?
Absolutely. UniCredit is an important shareholder of ours. We treat them like any other major shareholder. We have classic investor meetings with UniCredit on a quarterly basis. Andrea Orcel occasionally takes part in those. The discussions are very professional.

How about bilateral talks? When the positions are as entrenched as they seem to be, wouldn’t a one-on-one discussion between the two CEOs help?
Informal meetings can only really happen early in the process. We’re beyond that point now. UniCredit has continuously increased their stake in Commerzbank and clearly has some idea of what they intend to do. We’ve always said that we would review any proposal if it was in the best interest of our stakeholders, and we certainly wouldn’t close ourselves off to discussions with UniCredit. However, that would require a written proposal that serves as a substantial and credible basis for negotiations. We haven’t seen such a proposal.

You’ve worked at Commerzbank for over a decade. Before that, you were with McKinsey, mainly advising banks. What excites you about the financial industry?
The financial industry is fundamental to the functioning of society and the economy. It provides essential services for businesses and the public, such as financing new machinery or helping people save for retirement. I find the variety of products we use to create solutions for all sorts of needs fascinating. I’ve always been a numbers person anyway.

You studied business administration. Was it your goal even then to become a banker?
During my studies, I did multiple internships at banks and other financial institutions. For example, I interned at the derivatives exchange MATIF in Paris, where prices for wheat, rapeseed, and corn are hedged. But I also interned twice at BMW in their finance department and could just as easily have ended up working there.

You’re now Germany’s most important female banker. What’s the one stereotype about the banking industry you’d like to dispel once and for all?
I’m glad that bankers are no longer seen as the problem but as part of the solution. This was also evident during the pandemic. Despite significant uncertainties, banks provided liquidity, issued loans, and helped stabilise the real economy. This marks significant progress in how our role is perceived. It’s now even more crucial because we stand ready to help finance the government’s modernisation of Germany as a business location.

But stereotypes like greed, arrogance, or macho behaviour persist. Are there any clichés that might hold true?
I wouldn’t know. None of them apply to me, nor to my colleagues at the bank. What matters most, in my opinion, is to remain authentic and not think you can handle everything on your own.

You’re the first woman to head a private German bank – does that mean something to you?
I want to set an example for other women. They should see that anything is possible. They can achieve it too. They don’t have to choose between career and family. I have two children myself. It’s possible to do both – without needing to be extremely loud or overly self-assertive. You can succeed by simply being yourself.

What do you mean by "being yourself"?
Being authentic and excelling through dedication and passion. I always say: You can only be truly good at your job if you enjoy what you’re doing.

At the Economic Summit at the Chancellery a few weeks ago, you were the only woman among dozens of male executives. What went through your mind at that moment?
I was surprised because I knew that some of the companies involved also have female CEOs. But they weren’t able to attend the meeting at the Chancellery. I found it unfortunate that the final image sparked such controversy. After all, the event was supposed to be about Germany as a business location and the fact that companies are ready to invest a significant amount of money here in the future.

Even the Chancellor noted the lack of diversity negatively. Were the organisers simply indifferent?
There’s still absolutely a need for progress when it comes to diversity – not only in terms of the proportion of women in leadership positions. We need to broaden the discussion to include different nationalities, educational backgrounds, and career paths. It’s enriching when different perspectives come together. Especially when diversity is no longer a top priority in some places around the world, I see situations like the one at the Chancellery in July as motivation to keep pushing for change.

The article was conducted and published in German. We received the permission to translate it into English from the Tagesspiegel.