UniCredit prepares to call Commerzbank shareholder vote as profit surges

By Valentina Za

MILAN, Nov 9 (Reuters) - UniCredit will call a shareholder vote at Commerzbank to name a new board immediately after gaining control of the German lender later this month, its CEO Andrea Orcel said as Italy's second-biggest bank posted record profit.

Orcel, a veteran dealmaker, secured UniCredit close to 50% of voting rights in Germany's second-largest bank with a lowball buyout offer that concluded in July and by using derivatives.

That is enough to decide shareholder votes, giving Orcel power to replace his Commerzbank counterpart, Bettina Orlopp, who last week talked up the prospect of a deal after fiercely opposing UniCredit's bid.

"Following the ECB authorization received on October 15, all remaining regulatory approvals are expected by late November," Orcel told analysts.

"We then intend to immediately ask Commerzbank to convene an extraordinary general meeting to elect new shareholder representatives to its supervisory board," he added.

NO MBANK BID 

UniCredit said new governance at Commerzbank and 'Unlocked', a profit-boosting blueprint replicating the strategy Orcel used to turn the Italian lender into what it says is the best-performing European bank, are due by the first quarter of 2027.

A full acquisition of Commerzbank, of which Berlin still owns 13.3%, and a merger with UniCredit's German unit HVB are slated for after 2028. 

Orcel said UniCredit could speed up the process if all German stakeholders were onboard.

"Forget anything in 2027, but we're ready to do it faster," he said, adding: "For the foreseeable future, 50% is the number".

Crossing that threshold would force UniCredit to bid for Commerzbank's Polish unit mBank due to local laws.

"We are not ready, and do not intend anytime soon, to launch a mandatory tender offer on Poland," the former UBS banker said.

HELP GENERALI?

Orcel reiterated UniCredit was "an observer" of consolidation in Italy, where France's Credit Agricole on Monday proposed merging its local unit with Banco BPM to create the country's No.3 bank. 

Orcel has explored and then ditched acquisitions of both Monte dei Paschi di Siena and Banco BPM, eventually settling for a multi-billion-euro investment in insurer Generali which he said he hoped would yield a commercial partnership in the coming months.

"Can we help them? Yes, we can. Do they want us to help? It's their decision. ... I could list 10 different areas where, without merging, we can get closer, realize value ...both as UniCredit and as a shareholder," he said.

Dividends from UniCredit's financial stakes, including Greece's Alpha Bank, rose 90% year on year in the third quarter, helping to drive revenue 12% higher.

With costs shrinking, net profit in the July-September period rose 24% to €3.3 billion ($3.7 billion), above a company-provided analyst consensus forecast of €2.8 billion.

UniCredit now sees its 2026 profit before extraordinary charges well above the around €11.5 billion previously forecast. 

($1 = 0.8961 euros)

(Reporting by Valentina Za, editing by Lincoln Feast, Kirsten Donovan and Alexander Smith)