Commerzbank AG published the offer document relating to the voluntary public acquisition offer for all the outstanding shares of comdirect bank Aktiengesellschaft (“comdirect”).
Commerzbank already holds around 82 percent of the shares in comdirect. The other 18 per cent are in free float. The aim is to merge comdirect into Commerzbank so as to draw on comdirect’s strong digital expertise and innovative capability for the benefit of all Group customers in future. The integration will also give comdirect the opportunity to scale up its offering through Commerzbank.
Commerzbank is offering comdirect’s shareholders €11.44 per share in cash. This corresponds to a 25 per cent premium on the Xetra closing price of the comdirect share on 19 September 2019, the day before Commerzbank published the ad-hoc announcement on its draft strategy “Commerzbank 5.0”. The offer period for the acquisition offer runs until 6 December 2019 and the completion is subject to a minimum acceptance threshold of 90 percent (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. If this is not successful, 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.
Martin Zielke, Chairman of the Board of Managing Directors of Commerzbank: “We are making an attractive offer to comdirect shareholders. During the past ten years, the share of comdirect was generally traded below the offer price. From our perspective, the fact that the comdirect share was recently quoted above the offer price is due to speculation about a potential increase in the offer. However, since we are going to keep our offer where it is, I am recommending that comdirect shareholders should accept it. This is because there is the risk of a potential price loss for the comdirect share if our offer fails. Moreover, there is no risk of shareholders who tender their shares ending up in a worse position by comparison with cash compensation in a squeeze-out.”
Commerzbank expects that the cash compensation to be determined for the squeeze-out will not exceed the offer price of €11.44 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.
Since it was founded in 1994, comdirect has set benchmarks in online banking with innovative products, services, and advisory capabilities. Today, it 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.
Customers of comdirect will still have access to the high-quality products and services and will be able to benefit from Commerzbank’s branch network. In return, Commerzbank customers will gain access to comdirect’s excellent brokerage offering, which will be continued under the existing product brand.