The chief executive of Germany's Commerzbank Bettina Orlopp on Monday hit back following comments by UniCredit suggesting that the Italian lender might replace her once its takeover of the German bank is complete.
Orlopp described UniCredit's latest remarks in its unwanted takeover effort as astounding, saying they were causing unease in an ongoing process and raising questions about the reliability of the Italian bank’s statements.
UniCredit issued a statement on Monday, indirectly threatening to replace the Commerzbank board, including Orlopp, once the takeover is final.
"Should UniCredit secure sufficient shareholder support at the Annual General Meeting, it would be in a position to appoint all shareholder representatives on the Supervisory Board, which in turn would have responsibility for appointing the Management Board," the Italian bank said.
Addressing the Euro Finance Summit in Frankfurt, Orlopp said she was "perplexed" by UniCredit’s latest announcement.
UniCredit submitted a takeover bid for Commerzbank in early May and, as of Thursday, had received offers for 11.22% of all Commerzbank shares. This would increase UniCredit's stake to just over 37%. It has additionally secured more than 3% of Commerzbank shares through call options and other financial instruments that it holds.
It is considered surprising that UniCredit has acquired so many shares well before the end of the takeover period, which runs until June 16 and can be extended until July 3 - especially since its offer is below the market price of Commerzbank shares. Major investors usually tender their shares only shortly before the end of the takeover period.
Commerzbank recently involved Germany's Federal Financial Supervisory Authority, commonly known as BaFin because it believes UniCredit is acting disreputably with its disclosures.
The Frankfurt-based bank has complained that the tendered shares came predominantly from banks that conduct business with UniCredit via financial instruments - and not independent investors.
UniCredit rejected the accusations again on Monday, stressing it is acting in accordance with legal requirements and is engaged in a transparent dialogue with BaFin.
The Italian bank described Commerzbank's claims that it was not complying with legal requirements as "false."
It accused the German lender of sowing "confusion" and spreading a "misleading narrative" that was "aimed at distracting from the merits of the [takeover] offer."
"Given the continued and relentless dissemination of inaccurate and misleading information, and the resulting interference with the orderly conduct and integrity of the offer process - including encouraging regulatory and legal investigations to disrupt the integrity of the offer - UniCredit is compelled to clarify its position to set the record straight," the Italian bank said.
"Suggestions that the actual number of tendered shares is lower because these shares have been borrowed from UniCredit are false and without foundation. As previously stated, UniCredit has not engaged in share lending transactions involving the Commerzbank shares it holds. Tendered shares are tendered shares and irrevocably committed."
