UniCredit's Orcel could still sweeten his bid and take on a double M&A offensive

UniCredit's Orcel could still sweeten his bid and take on a double M&A offensive
Source: CNBC

Once a key architect in the controversial 2007 takeover and later break-up of Dutch bank ABN Amro, Orcel revisited his ambitions for cross-border consolidation with the September announcement of a surprise stake build in Commerzbank. Until recently, the latter had been the subject of speculation as a potential merger partner for Germany's largest lender, Deutsche Bank.

Amid resistance from the German government -- and turbulence in Chancellor Olaf Scholz's ruling coalition -- UniCredit also last month turned its eye to Banco BPM, with a 10 billion-euro ($10.5 billion) offer that the Italian peer said was delivered on "unusual terms" and does not reflect its profitability and growth potential.

"The safest way to lose a war is engaging on two fronts," warned Economy Minister Giancarlo Giorgetti according to Italian newswire Ansa.

Analysts say that the spurned UniCredit -- whose CET1 ratio, reflecting the bank's financial strength and resilience, stood above 16% in the first three quarters of this year -- can still improve its domestic bid.

"There is scope for increasing the [Banco BPM] offer," Johann Scholtz, senior equity analyst at Morningstar, told CNBC.

However, he warned of "limited" room to do so. "Think more than 10% [increase], you are probably going to dilute shareholder earnings."

UniCredit's starting proposal was for an all-stock deal that would merge two of Italy's largest lenders but offered just 6.657 euros for each share.

"Remember, that's the second attempt from Orcel to buy [Banco] BPM ... I don't think there'll be a third attempt. I think that either they close [the deal] now or probably he walks. So I believe a cash component could be on the table," Filippo Alloatti told CNBC.

Orcel last month labeled Banco BPM as a "historical target" -- stoking media reports that UniCredit had previously sought a domestic union back in 2022.

The Italian stage was primed for M&A activity early last month after Banco BPM acquired a 5% holding in Monte dei Paschi -- the world's oldest lender and another former takeover target of UniCredit until talks collapsed in 2021 when Rome sought to reduce its stake in the bailed-out bank.

Critically, Scholtz noted, UniCredit's offer "puts [Banco] BPM into a difficult position," triggering a passivity rule that impedes it from any action that might hinder the bid without shareholder approval -- and could stifle Banco BPM's own early-November ambitions to acquire control of fund manager Anima Holding, which also owns a 4% stake in Monte dei Paschi.