The logo of German bank Commerzbank seen on a branch office near the Commerzbank Tower in Frankfurt.
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Two months since UniCredit played its opening move to woo German lender Commerzbank, the lenders flaunted their financial strength as one of Europe’s largest banking mergers still hangs in balance.
Both banks reported third-quarter results on Wednesday, with UniCredit posting an 8% year-on-year hike in net profit to 2.5 billion euros ($2.25 billion), compared with a Reuters-reported 2.27-billion euro forecast. It raised its full-year net profit guidance to above 9 billion euros, from a previous outlook of 8.5 billion euros.
For its part, Commerzbank revealed a 6.2% drop in net profit to 642 million euros in the third quarter amid a broader drop in net interest income and higher risk provisions. The lender nevertheless said it has lifted its 2024 expectations for net interest and net commissions income, and confirmed its full-year forecast of achieving a net result of 2.4 billion euro, compared with 2.2 billion euros in 2023.
Speaking to CNBC’s Annette Weisbach, Commerzbank CEO Bettina Orlopp said the bank experienced a “very good quarter,” while acknowledging a clear impact on business from lower interest rates in Europe.
She stressed that Commerzbank was on a path of raising its share value through a blend of capital return and higher profitability and the expediency with which the lender hits its targets.
“We have a very good strategy in place, which is also delivering,” she said — as markets watch for whether the bank will assume a defense strategy to fend off takeover interest.
Commerzbank has so far shied from UniCredit’s courtship. When the Italian lender showed its hand by using derivatives to build a potential 21% stake in Commerzbank, the German lender appointed a new CEO and sharpened its financial targets. On Monday, the German bank said it had received regulatory approval to buy back 600 million euros ($653 million) in shares, due to kick off after the Wednesday earnings report and complete by the middle of February.
Yet Orlopp told CNBC that Commerzbank was not intrinsically opposed to a merger:
“We have nothing to be against, because there is nothing on the table. That’s very important to note. And we also always said we would be very open to discuss, if they had something coming on the table, we will carefully review that with our own standalone strategy and see where we can create more values in the interest of our stakeholders,” she said.
The German government has yet to bless the potential union, with Chancellor Olaf Scholz slamming that “unfriendly attacks, hostile takeovers are not a good thing for banks,” in late-September comments carried by Reuters.
The largest shareholder of Commerzbank, the Berlin administration retains a 12% stake after rescuing the lender during the 2008 financial crisis and divesting 4.5% of its initial position in early September.
But a potential schism at home could waylay Scholz’s ruling alliance from closely supervising the transaction, with coalition members due to hold scheduled talks later on Wednesday.
“Let’s put it this way: we wouldn’t be here if we hadn’t been invited to buy that stake. And it all started in a way that we thought was constructive,” UniCredit CEO Andrea Orcel told CNBC’s Charlotte Reed on Wednesday. CNBC has reached out to the German Ministry of Finance for comment.
Appetite for large European cross-border bank mergers has simmered since the controversial 2007 takeover and later evisceration of Dutch lender ABN Amro by a consortium led by the Royal Bank of Scotland — which brought both banks to collapse during the financial crisis. UniCredit CEO Andrea Orcel, then a senior investment banker at Merril Lynch, advised on the ABN Amro transaction — and has once more turned his eye to international ventures, after the Italian lender walked away from a domestic deal to acquire the world’s oldest bank, Monte dei Paschi, in 2021.
UniCredit is already present in Germany through its HypoVereinsbank branch — which Orcel said he sees, alongside Commerzbank, as “two mirror images.”
Last year, UniCredit purchased a nearly 9% stake of Greece’s Alpha Bank from the state-owned Hellenic Financial Stability Fund. On Tuesday, the Italian lender announced it completed acquiring a majority 90.1% interest in Alpha Bank’s Romanian business and plans to complete absorbing the entity in the second half of 2025.
With a common equity tier 1 ratio (CET 1) — a measure of a bank’s strength and resilience — above 16% in the first three quarters of this year, UniCredit appears equipped to weather the strain of a takeover. Last week, Fitch Ratings upgraded its rating on UniCredit’s long-term debt to BBB+ — just above the BBB grade of Italy’s sovereign bonds — citing the lender’s “multi-year long restructuring, balance sheet de-risking and materially improved loss absorption capacity.”
The ratings company noted that UniCredit’s acquisition of a 21% stake in Commerzbank had had no “immediate effect” on its ratings.
Orcel brushed off the exposure risks associated with its stake build in the German lender and a potential takeover:
“Our CET1 is a lot higher than the one Commerzbank has, [but] we need to look at liquidity, we need to look at everything else, like rating agencies. At the end of the day, I don’t think there is a concern there. If there was, we would know about it before we ever had moved,” Orcel noted, stressing UniCredit’s record in Germany:
“Unicredit went through a real difficult time through the [financial] crisis,” he said. “At no time did we squeeze Germany, at no time did we repatriate capital or liquidity from Germany, at no time did we ask for government support. Something that Commerzbank had to do.”
But the deal is not yet done — and Orcel said UniCredit will only march ahead “if it gives us the returns out investors expect, actually, they need to improve those returns meaningfully.”
Check out the companies making the biggest moves midday: Petco Health — The retailer slumped 22% after losing 4 cents per share in the fiscal first quarter, twice the 2-cent loss that analysts had estimated, based on FactSet data. Revenue of $1.49 billion missed the Street’s $1.50 billion consensus, while same-store sales dropped 1.3%, worse than the 0.6% decline forecast by analysts. Tesla — The EV maker added more than 6%, a day after plunging 14% as CEO Elon Musk and President Donald Trump publicly feuded . Broadcom — Shares of the chipmaker dipped 2.7% on lackluster free cash flow for the second quarter. Broadcom reported free cash flow of $6.41 billion. Analysts surveyed by FactSet were looking for $6.98 billion. Still, several analysts covering the stock raised their price targets. ABM Industries — Shares fell 11% after the facilities management company reported mixed results for its second quarter. Its adjusted earnings of 86 per share was in line with expectations, while its revenue of $2.11 billion topped the FactSet consensus estimate of $2.06 billion. ABM Industries also reiterated its earnings guidance for the year. Circle Internet Group — The stablecoin company popped 38%, following its Thursday debut on the New York Stock Exchange. Circle soared 168% in its first day of trading . Lululemon — The athleisure company pulled back 20% after its second-quarter outlook missed analyst estimates. CFO Meghan Frank also said on a call that Lululemon plans on taking “strategic price increases, looking item by item across our assortment” to mitigate the impact of higher tariffs. G-III Apparel Group — The apparel company tumbled 15% on much weaker-than-expected earnings guidance for the second quarter. The company sees earnings per share in a range of 2 cents to 12 cents. Analysts had estimated earnings of around 48 cents per share, according to FactSet. DocuSign — The electronic signature stock plunged 19% after the company cut its full-year billings forecast. Billings for the fiscal first quarter also came in lower than expected. Braze — Shares of the customer engagement platforms provider fell 13% on disappointing guidance. Braze guided for second-quarter adjusted earnings of 2 to 3 cents per share. Analysts polled by FactSet called for 9 cents per share. Its first-quarter results beat estimates. Quanex Building Products — The maker of windows and doors and other construction materials soared 18%, the most since September, after earning an adjusted 60 cents per share in its fiscal second quarter versus analysts’ consensus estimate of 47 cents, on revenue of $452 million against the Street’s $439 million, FactSet data showed. Adjusted EBITDA also topped forecasts. Samsara — Shares shed 5% after the software company projected revenue growth to slow. Samsara guided for second-quarter revenue to increase between $371 million and $373 million, up from the $367 million in the first quarter. That would be a slowdown on both a sequential and year-over-year basis. Solaris Energy Infrastructure — The oil and natural gas equipment and service provider rallied 10% after Barclays initiated research coverage with an overweight rating and $42 price target. “Solaris is the leader in distributed power with almost 2 GW of capacity to be added by 2027 with 67% allocated towards data centers on long term contracts,” the bank said.
A sign in German that reads “part of the UBS group” in Basel on May 5, 2025.
Fabrice Coffrini | AFP | Getty Images
The Swiss government on Friday proposed strict new capital rules that would require banking giant UBS to hold an additional $26 billion in core capital, following its 2023 takeover of stricken rival Credit Suisse.
The measures would also mean that UBS will need to fully capitalize its foreign units and carry out fewer share buybacks.
“The rise in the going-concern requirement needs to be met with up to USD 26 billion of CET1 capital, to allow the AT1 bond holdings to be reduced by around USD 8 billion,” the government said in a Friday statement, referring to UBS’ holding of Additional Tier 1 (AT1) bonds.
The Swiss National Bank said it supported the measures from the government as they will “significantly strengthen” UBS’ resilience.
“As well as reducing the likelihood of a large systemically important bank such as UBS getting into financial distress, this measure also increases a bank’s room for manoeuvre to stabilise itself in a crisis through its own efforts. This makes it less likely that UBS has to be bailed out by the government in the event of a crisis,” SNB said in a Friday statement.
‘Too big to fail’
UBS has been battling the specter of tighter capital rules since acquiring the country’s second-largest bank at a cut-price following years of strategic errors, mismanagement and scandals at Credit Suisse.
The shock demise of the banking giant also brought Swiss financial regulator FINMA under fire for its perceived scarce supervision of the bank and the ultimate timing of its intervention.
Swiss regulators argue that UBS must have stronger capital requirements to safeguard the national economy and financial system, given the bank’s balance topped $1.7 trillion in 2023, roughly double the projected Swiss economic output of last year. UBS insists it is not “too big to fail” and that the additional capital requirements — set to drain its cash liquidity — will impact the bank’s competitiveness.
At the heart of the standoff are pressing concerns over UBS’ ability to buffer any prospective losses at its foreign units, where it has, until now, had the duty to back 60% of capital with capital at the parent bank.
Higher capital requirements can whittle down a bank’s balance sheet and credit supply by bolstering a lender’s funding costs and choking off their willingness to lend — as well as waning their appetite for risk. For shareholders, of note will be the potential impact on discretionary funds available for distribution, including dividends, share buybacks and bonus payments.
“While winding down Credit Suisse’s legacy businesses should free up capital and reduce costs for UBS, much of these gains could be absorbed by stricter regulatory demands,” Johann Scholtz, senior equity analyst at Morningstar, said in a note preceding the FINMA announcement.
“Such measures may place UBS’s capital requirements well above those faced by rivals in the United States, putting pressure on returns and reducing prospects for narrowing its long-term valuation gap. Even its long-standing premium rating relative to the European banking sector has recently evaporated.”
The prospect of stringent Swiss capital rules and UBS’ extensive U.S. presence through its core global wealth management division comes as White House trade tariffs already weigh on the bank’s fortunes. In a dramatic twist, the bank lost its crown as continental Europe’s most valuable lender by market capitalization to Spanish giant Santander in mid-April.
Check out the companies making the biggest moves in premarket trading: Tesla —The EV maker added nearly 5%, a day after plunging 14% as CEO Elon Musk and President Donald Trump publicly feuded . Broadcom — Shares of the chipmaker slipped about 2% before the opening bell, on the heels of lackluster free cash flow in the second quarter. Broadcom reported free cash flow of $6.41 billion, while analysts surveyed by FactSet were looking for $6.98 billion. Broadcom stock has risen more than 12% year to date. Circle Internet Group — The stablecoin company popped nearly 14%, following its debut on the New York Stock Exchange Thursday. Circle soared 168% in its first day of trading . Lululemon — Stock in the athleisure company pulled back nearly 20% after its second-quarter outlook missed analyst estimates. Lululemon forecast earnings per share in the current quarter in the range of $2.85 to $2.90 per share, while analysts polled by LSEG were looking for $3.29. The firm also slashed its earnings outlook for the full year. DocuSign — The electronic signature stock plunged 19%. Despite beating Wall Street expectations on both lines for the first quarter, billings came in lower than anticipated, per FactSet. DocuSign also set current-quarter guidance for billings that was below analysts’ consensus forecast. Braze — Shares of the customer engagement platforms provider fell 6% following the company’s disappointing guidance. Braze guided for second-quarter adjusted earnings between 2 cents and 3 cents per share, while analysts polled by FactSet called for 9 cents per share. Its first-quarter results beat estimates. Samsara — Shares shed 12% after the software company projected revenue growth to slow. Samsara guided for second-quarter revenue to increase between $371 million and $373 million, up from the $367 million in the first quarter. That would be a slowdown on both a sequential and year-over-year basis. Rubrik — The stock gained about 4% following the cloud data management company’s top and bottom line beats for its first quarter. Rubrik lost an adjusted 15 cents per share, narrower than the 32 cent loss expected from analysts polled by FactSet. Revenue was $278.5 million, versus the $260.4 million consensus estimate. —CNBC’s Alex Harring and Brian Evans contributed reporting.