This is an audio transcript of the Behind the Money podcast episode: ‘Could Italy’s UniCredit reignite European banking?’

Michela Tindera
Back in the spring, my colleague Owen Walker had a morning of superlatives. It starts by stepping into the elevator of a skyscraper in Milan. He rides up to the top floors of Italy’s tallest building. That’s where he enters the executive level of a bank called UniCredit, which is not only Italy’s second-largest bank. It’s also, at the time, Europe’s best-performing bank. And inside he meets one of Europe’s best-known bankers and dealmakers: UniCredit CEO Andrea Orcel.

Owen Walker
Andrea Orcel is a kind of a big, imposing guy. He’s got his jacket off. He’s got his sleeves rolled up. He’s got that big, bright smile. But he’s also known and described often as a kind of a chess player who’s thinking three or four moves in advance.

Michela Tindera
That sort of strategic thinking propelled UniCredit’s share price to more than quadruple in the last few years since Orcel became CEO. And Owen wanted to ask Orcel what his next chess move might be.

Owen Walker voice clip
Well, maybe if you can start by giving us a description of what you’ve done in your three years.

Andrea Orcel voice clip
OK, so it’s a question I get a lot and I think there are always targets . . . 

Owen Walker
In the entire time he’d been at UniCredit, there’d been constant rumours, constant speculation about what he would do with UniCredit. Would he be looking to buy a rival, would he be looking to merge parts of the business?

Andrea Orcel voice clip
The last few years and the last few months with all these rumours . . . 

Owen Walker
So he essentially told us that, yes, there’d been a lot of speculation, a lot of rumours about a potential deal, but of course, it had to be on their terms. And he was quite clear on this point.

Andrea Orcel voice clip
The interest is there at the right conditions, and we haven’t found the right condition and we have had the discipline to say no. And we will continue to say no. No matter how much pressure we are under, we will say no.

Michela Tindera
Say no — that is until a few weeks ago.

News clips
UniCredit making an investment in Commerzbank . . .

The Italian banking giant UniCredit says it’s bought a 9 per cent stake in Germany’s Commerzbank and is seeking approval to buy more . . . 

Owen Walker
These moves by UniCredit have really caused a stir across the European banking sector because UniCredit is one of Europe’s biggest banks. If UniCredit were to pursue a full takeover of Commerzbank, this would be the first big cross-border deal in European banking since the financial crisis.

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Michela Tindera
So Europe’s veteran star banker Andrea Orcel wants to make Italy’s second-largest bank even larger with the help of a German bank. It’s a deal that could take UniCredit to the next level in global banking. But is Europe really ready for this kind of merger?

I’m Michela Tindera from the Financial Times. Today on Behind the Money, why is UniCredit making this bid for Commerzbank? And how will this shape the future of banking in Europe?

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For a while now, Owen — who covers European banking for the FT — tells me that authorities in the EU have been itching for a big bank merger.

Owen Walker
There is a lot of enthusiasm for European banks to get bigger. For Europe to really compete on a global scale and have banks that can compete on a global scale, it needs to allow its banks to do cross-border deals to grow and take over businesses and banks in different countries, and then to almost create these superbanks across European states, which can really compete then with their US rivals.

Michela Tindera
There’s this idea that in order to tackle some of the big infrastructure and green technology projects that are needed for the future, the continent needs much bigger banks to finance that stuff.

Owen Walker
And so for European banks to really be able to grow and have the capacity, the lending capacity as the US banks, it’s all about the cross-border deals. You’re not going to be able to get a domestic leader to get on the scale of the US banks and to be able to provide the financing that they can.

Michela Tindera
All this might explain why UniCredit’s potential acquisition of Commerzbank is creating such a stir in European banking. And there’s also this UniCredit CEO, Andre Orcel and his track record when it comes to big banking deals.

Owen Walker
Andrea Orcel was really the superstar investment banker, dealmaker of the early 2000s in Europe. He was at Merrill Lynch. He was primarily dealing with banks, with financial institutions. And in that period, there were a lot of big deals happening in Europe.

Michela Tindera
That all changed with the financial crisis. Afterwards, banking M&A in Europe became a bit of a dead zone. Too many banks were laden with toxic debt and required government bailouts.

Owen Walker
And really, it’s been a lost decade and a half when they’re looking to comparisons with the US rivals. The US banks, not only do they dominate the US market, they’ve also expanded internationally in Europe, in Asia, across the Middle East and South America. Whereas European banks, they’re often playing really in their domestic market, so therefore they haven’t been able to grow at the same rate as US banks. And you have in Europe a very fragmented market.

Michela Tindera
So the air is ripe for consolidation which brings us to what’s going on with UniCredit and Commerzbank. So Owen, to fully understand what’s going on here, let’s start by retracing UniCredit’s steps so far. Because this hasn’t exactly been a clear-cut, you know, one-and-done takeover attempt of Commerzbank.

Owen Walker
So in mid-September this year, UniCredit caused a sensation across Europe by announcing it had bought a 9 per cent stake in German lender Commerzbank. Now, this seems to come out of nowhere.

Michela Tindera
Basically, UniCredit buys part of Commerzbank from the German government and another chunk of Commerzbank on the open market. And it ends up with the option to quickly increase its stake in the German lender to 21 per cent. These latest actions are waiting on approval from the European Central Bank at the moment. So things are in a bit of a holding pattern. But shareholders did react enthusiastically to UniCredit’s early moves.

Owen Walker
When UniCredit first announced its initial 9 per cent stake in Commerzbank, the shares in the German lender rose 17 per cent in the hours that followed. Now, interestingly, UniCredit shares also went up, albeit a little bit, which is very rare in this kind of takeover-type scenario. And that really tells you that not only the buyers, but also the sellers and shareholders think this is a positive development. And it probably tells you that they’re thinking, well, look, UniCredit has been very good at returning cash to us in recent years. But we have been expecting this deal and this is the deal that makes most sense. So it has really been pretty well supported by the shareholders on both sides.

Michela Tindera
But that enthusiasm hasn’t been mirrored by Germany’s government.

Owen Walker
The initial response has been very much anti-UniCredit continuing its acquisition of Commerzbank. Olaf Scholz, the German chancellor — he described these as unfriendly attacks, hostile takeovers — said that this wasn’t the sort of thing that the German government would support. They see this as, you know, a foreign bank buying one of their big players. You know, you have to remember that Commerzbank is very important to the German economy. It finances and provides loans for the Mittelstand, which is the small and medium-sized companies in Germany, which really do make up the backbone of its economy. And so there’s a feeling, I think, within the German government and among German politicians that UniCredit coming from Italy and taking over Commerzbank could be bad news in the long run because maybe there could be some overseas or some foreign interference in the way that Commerzbank is run and that may have some impact on its ability to really prop up the key part of the German economy.

Michela Tindera
But isn’t a cross-border bank merger what European governments have been wanting? You know, there’s been this lull in dealmaking. So why is Germany complaining? Isn’t this a bit hypocritical?

Owen Walker
Yeah, I think hypocrisy is really the word here. That’s certainly the word that’s been used by Italian politicians and also other regulators. At the FT, we’ve written stories about central governors in other countries, members of the European Central Bank really sort of seeing the approach from Germany as being very strange, considering how Germany’s been one of the biggest advocates for bigger European banks for at least the last decade and a half.

I think what this shows and Germany’s reaction to this shows is that you can want to have bigger banks, but ultimately most governments and most politicians want it on their own terms. Of course, they would like their own national champions going out and buying rivals in other countries. But when it comes to their own big banks being bought up, that is the point where politics gets involved and it’s no longer a question of big cross-border European banks. It’s more about self-preservation and self-interest.

Michela Tindera
Yeah, everybody wants this until it comes on to their own turf, and then they want their own bank to be the one making these big acquisitions.

Owen Walker
Exactly. And that really ultimately is gonna be one of the key problems with big cross-border mergers in the banking sector, because ultimately they will come up against local political resistance.

Michela Tindera
Coming up: how this UniCredit-Commerzbank deal could change the way other bank CEOs are thinking about M&A. And what this deal could mean for Andrea Orcel’s future.

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With so much official opposition to UniCredit’s takeover of Commerzbank, you got to wonder why the Italian bank’s even bothering? It looks far from a done deal after all. So I asked Owen, what’s the logic driving UniCredit’s interest?

Owen Walker
When people have looked at the potential for cross-border dealmaking in European banks, the most obvious one by far is a tie-up between UniCredit and Commerzbank. And actually, the two sides have been having on-off talks about a merger since at least 2017. Now, what drives the logic of this deal is that UniCredit already owns a very large bank in Germany, a bank it bought in 2005 called HVB. And there’s a very nice fit between Commerzbank and HVB. HVB is very much a regional player, whereas Commerzbank is much more across the whole of the country.

So again, there’s some nice synergies there, which means that were UniCredit to buy Commerzbank, I mean, I think there’s a lot of understanding that what they would look to do is to merge Commerzbank with HVB, create a much bigger player in Germany and really look to dominate the German domestic market.

Michela Tindera
And why now in 2024, as opposed to as you mentioned, there were some talks in 2017 or, you know, what sets the scene today that makes this a possibility versus any other time?

Owen Walker
What we’ve also seen in the last few years is European banks very much return to profitability after years of sluggish growth. This is all on the back of rising interest rates, which are really good for banks to generate profits. UniCredit itself has been one of the most profitable banks in Europe. In fact, it has about €6bn of surplus cash at the minute. So that has really given Orcel a war chest to potentially go out and buy businesses. So all these things really point to very favourable, almost perfect conditions for UniCredit to come in and potentially look for a takeover of Commerzbank.

Michela Tindera
So where does this potential takeover stand right now with UniCredit and Commerzbank?

Owen Walker
At the moment, we’re really not in a position where this is a full takeover, hostile bid in any shape or form. For this to progress, the ECB needs to give its approval, which really everyone is expecting. It’s just how long that takes. There is a lot of administrative work, a lot of paperwork. If that gets slowed down and, you know, goes from a two-month process to a nine, 12-month process or even longer, could UniCredit and Andrea Orcel lose interest in this, decide that it’s just not worth pursuing? That’s definitely a potential. And the way that this latest holding has been structured would allow UniCredit to pull out at fairly short notice without losing too much money, and actually pursue something else were another more attractive deal or an easier deal were to come up.

Michela Tindera
What does this overture by UniCredit to Commerzbank . . . what do you think that means more broadly for the European banking sector? Do you think that this is giving other ideas to other CEOs? Maybe I should try this. Maybe I shouldn’t.

Owen Walker
Undoubtedly, this move by UniCredit for Commerzbank has got a lot of bank CEOs, bank board members and their advisers dusting off the old playbooks on, you know, their potential M&A targets. However, my thought is that were UniCredit to buy Commerzbank, I don’t see this as really kickstarting, you know, a wave of cross-border dealmaking across Europe. What it might do is prompt other banks in Europe to start thinking more about other deals that could potentially do in these circumstances.

But that is as much about the change in dynamics of European banks over the past couple of years with the increased profitability, with the rising share prices and the additional capital that banks have these days, which they didn’t have coming out of the financial crisis. And you combine all of those things and yes, deals in European banks seem more likely at this point, but I’m not sure that we should be expecting the huge cross-border deals that have been long hoped for a European level since the financial crisis.

Michela Tindera
Now, I want to circle back to the person who’s leading this charge, Andrea Orcel. So, you know, however this deal goes, what do you think this means for him and his reputation as Europe’s great banking dealmaker?

Owen Walker
Andrea Orcel has played this situation masterfully so far. By that, I mean he’s effectively built up a 21 per cent stake in a rival bank without paying much for premium. He has managed to turn the protestations of the German government into the appearance of hypocrisy and to be able to say, well, if you’re going to stop us buying Commerzbank, then that means you don’t believe in what you’ve been preaching for the past 15 years about the importance of cross-border dealmaking. And he’s also structured a lot of the holding in Commerzbank in a very interesting way, which basically gives him the optionality to move in and move out quite quickly.

So I think we should be thinking about Orcel’s role and reputation here as he won’t do this deal unless he wants to and unless the conditions are right. If he doesn’t do the deal, it will be because A, he’s decided it’s not appropriate for UniCredit to pursue, or B, there’s a better deal elsewhere. So it’s gonna be a fascinating next 12, 18 months to see exactly how this progresses. But I think one thing’s for sure is that when it comes to Andrea Orcel, he gets what he wants. And I think we can be sure that’s gonna happen in this case, too.

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Michela Tindera
Behind the Money is hosted by me, Michela Tindera. Saffeya Ahmed is our producer. Sound design and mixing by Katie McMurran and Joseph Salcedo and Breen Turner. Topher Forhecz and Manuela Saragosa are our executive producers. Special thanks to Dan Stewart and Persis Love. Cheryl Brumley is the global head of audio. Original music is by Hannis Brown. Thanks for listening. See you next week.