00:00The recipient of an offer, a takeover offer from Unicredit, what is your broad message to shareholders this morning?
00:07Yeah, good morning. So, let me say three things to begin with.
00:13First, it was a surprise to us, as to everybody else.
00:17The takeover offer, it was not pre-aligned.
00:21And more surprising, I would say, was then that this is an offer at a very low price,
00:27if you compare it, for example, to our target price of €30,000.
00:31And it's apparently also not meant to take control.
00:35So, that's surprising.
00:38Second and most important is that, I mean, to bring us to the table to discuss,
00:44it's not necessary to do a takeover offer.
00:48Because we repeatedly, and I repeat it again,
00:51we said that we would be absolutely willing to sit down and to discuss a proposal made by Unicredit.
01:01But there is no cornerstones of a draft or something of that available yet.
01:08And we think that it's also in the interest of our shareholders to ask for that.
01:13We really need that to judge, is this value creating, is it not value creating, how can we do it?
01:20And that is important.
01:22And thirdly, as long as we do not have that in front of us, we do what we can do
01:27best,
01:29act in the interest of our stakeholders to start with the shareholders,
01:32and implement our momentum strategy.
01:35We do that very successfully.
01:36And we are currently thinking about accelerating the profitabilization.
01:40And that is in the interest of all shareholders, including Unicredit.
01:46Okay.
01:46So, you as yet have seen no details of this offer then.
01:49And in the meantime, you reiterate your commitment to your standalone plans.
01:54You've outlined that the offer is not much in the way of a premium, 4% premium, I think, to
02:00Friday's closing price.
02:01So, would you expect most stakeholders to reject this?
02:05Is there any possibility that anybody is interested in this kind of offer?
02:08Well, I mean, that is something the shareholders need to decide on.
02:12What we need to do is to evaluate whether such a transaction can be value creating or not.
02:19And this is why you're saying, let's sit down.
02:22I mean, we said that all the time as well.
02:25Let's sit down.
02:26Let's find out whether we find common grounds, whether there is a value creating transaction.
02:32And then we can do a recommendation to our shareholders.
02:37But we expect, given that Unicredit is the one who have advanced, to put something on the table.
02:46And this is still something you are waiting for.
02:49Why do you think there has been no detail up to this point?
02:54And so, no talks have taken place.
02:56And instead, we find ourselves in this quite technical situation.
02:59Yeah, I don't know.
03:00I mean, that is a question, clearly, to be directed to Unicredit.
03:06It seems, and again, you aren't privy to Unicredit's thinking, I'm sure.
03:11But from where we are now, it seems that Unicredit could end up amassing shares in Commerce Bank up to
03:1750%.
03:18Do you have any expectation as to whether that is going to take place?
03:24Anything that could stop that from happening?
03:26Well, I mean, first of all, it's a technical process going on at the moment.
03:32And it's up for the shareholders to decide on how they want to proceed.
03:38And, I mean, we said that also from the beginning on.
03:42This bank, Comments Bank, is owned by its shareholders.
03:45So, they have the final say.
03:47The only thing what we need to do and make sure as a management team that, first of all, we
03:52protect the value of the bank for the shareholders, for the clients, but also for staff.
03:59And that we make sure that everything happens in this direction and that we keep the bank stable.
04:07And that's where we are up for.
04:10And this is why we think that now is the time to probably discuss confidentially, but put something in front
04:19of us.
04:19Okay.
04:20So, waiting to hear from Unicredit on that front.
04:22Have there been conversations about Unicredit having a board seat?
04:25I mean, they're already a 30% shareholder.
04:27Would there be arguments in favor of that?
04:29Well, no, we don't have.
04:31It's also a decision which is with the AGM.
04:35So, that is something, a proposal normally, and it will be decided by the AGM.
04:42We also only have the public statements of Unicredit that, so far, they were not seeking for a supervisory board
04:51seat.
04:51So, that's all what we have.
04:53We also know that there's nobody up for election or re-election this term.
04:58So, that is more a topic, most likely, for 2027.
05:01Okay.
05:01Unicredit has said, Andrea Orchell has said, that he sees this as a way of creating space for constructive dialogue
05:07with Commerce Bank.
05:09Is that where you see this heading next?
05:11Well, the thing is that we have the basis and the space for constructive dialogue all the time.
05:17And it's just the case that to discuss if someone has something in mind and wants to talk, then normally
05:25you come with something as a basis for discussion.
05:28And this is still, yeah, out there.
05:31Yeah.
05:31So, you have to wait to see what that says.
05:33Do you understand the government's objections?
05:35Do you see any format that an offer could take that would meet the government's criteria of an independent commerce
05:41bank?
05:42Well, I mean, the government is also a shareholder.
05:44So, they have the same right as everybody else to ask for certain things.
05:49And I think it's pretty clear that if you do such an endeavor, you need to find out what the
05:58price is, what the synergies are, how the integration could look like, what the governance setup is.
06:05One should not forget that a combined unit would have the largest market would be the German market, actually.
06:12And also things like social rights, stakeholder interest, that are all things which would be pretty valid to discuss.
06:22And I have to say it would be in private first and to see whether there's some kind of alignment.
06:29And if so, then we would move forward.
06:33Would you see this, Bettina, do you see this approach as welcome outside interest or is this just a big
06:38distraction, a very busy time politically, geopolitically around the world with a lot of moving parts?
06:47Well, I mean, that is now our task, our challenge also as a management team.
06:51There's so much going on and our most important task is to be there for our clients, to keep the
06:58bank stable, to further accelerate our profitabilization.
07:04And that is what we need to focus on.
07:06But besides that, we also take care of this matter.
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