Commerzbank publishes offer for acquisition of comdirect

Maria Nikolova

Commerzbank is offering comdirect’s shareholders EUR11.44 per share in cash.

Commerzbank AG (ETR:CBK) has earlier today published the document for the acquisition offer for all the outstanding shares of comdirect bank Aktiengesellschaft.

Commerzbank already holds approximately 82% of the shares in comdirect. The remaining 18% are in free float. The aim is to merge comdirect into Commerzbank.

Commerzbank is offering comdirect’s shareholders EUR11.44 per share in cash. This corresponds to a 25% premium on the Xetra closing price of the comdirect share on September 19, 2019. The offer period for the acquisition offer runs until December 6, 2019 and the completion is subject to a minimum acceptance threshold of 90% (including the comdirect shares already held by Commerzbank).

Once the acceptance threshold is reached, it would then be possible to integrate comdirect into Commerzbank by way of a squeeze-out under merger law. This is Commerzbank’s preferred option. Alternatively, Commerzbank intends to take the steps required for a direct merger of comdirect into Commerzbank. In this case, the shareholders of comdirect would receive Commerzbank shares in exchange for their shares following consent granted by the general meetings of both companies. The exchange ratio would be determined on the basis of expert reports on the value of comdirect and Commerzbank.

Commerzbank expects that the cash compensation to be determined for the squeeze-out will not exceed the offer price of EUR11.44 per share. If, contrary to expectations, the cash compensation exceeds the offer price after all, Commerzbank will retrospectively compensate all those shareholders who tendered their shares within the framework of the offer and pay them the difference.

At present, comdirect is one of the leading direct banks and one of the leading online brokers in Germany. The business models of the two companies are becoming ever more closely aligned and this is why comdirect shall be integrated into Commerzbank to become part of a strong, innovative multichannel bank. In addition to the strategic advantages, Commerzbank will be able to realise significant potential synergies from the integration.

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