(Bloomberg) -- First, there was irritation in Berlin. Next, annoyance in Rome. In his search for expansion, Andrea Orcel is taking risks few others would.The UniCredit SpA chief executive officer triggered angry reactions from the German government in September when he unveiled a stake in Commerzbank AG that he had secretly built up in the weeks before. Less than three months later, his surprise bid for Banco BPM SpA baffled Italian officials in Rome, who were counting on that lender to serve as a building block in their plan to create a new national banking champion.
While Orcel contends that he always seeks constructive dialogue with his counterparts, in these cases, that message hasn’t gotten through. On Tuesday, Banco BPM rebuffed his bid, saying the offer wasn’t agreed in advance, is too low and it would likely hurt jobs and competition in Italy.
The element of surprise in both transactions is typical of Orcel who, in the three and a half years since taking over, has transformed the lender from a sprawling, complicated conglomerate to one of the most efficient large banks on the continent. He has wowed investors with a generous payout policy while still building a €10 billion pot to finance mergers and acquisitions. Those same backers are now cheering on his merger moves.
A takeover of Banco BPM would enable Orcel to create Italy’s biggest bank, just as a takeover of Commerzbank would boost UniCredit’s position as one of the very few European lenders that operates fully fledged services across national borders.
The two potential deals could also have knock-on effects beyond UniCredit, prompting renewed M&A deliberations across boardrooms in the region’s financial industry. Yet the backlash from two governments has also raised the prospect that the lifelong dealmaker may have overreached.
Whether Orcel, 61, is able to pull off either — or neither — deal will define the closing years of an illustrious career. Throughout, he has demonstrated he’s willing and able to attempt things that others wouldn’t. As a result, he’s been involved in many of the transformative takeovers in the region over the past decades.
While at Merrill Lynch, he helped arrange the 1998 combination of UniCredito and Credito Italiano, creating the institution he’s now leading. The following year, he was the adviser on the more than €10 billion combination of Banco Bilbao Vizcaya and Argentaria to create BBVA. He also played a role in Santander’s purchase of Abbey National and helped Royal Bank of Scotland take over ABN Amro.
Interviews with executives who’ve worked with Orcel over his three and a half decades in European banking, from Merrill Lynch to UBS Group AG and UniCredit, show a consistent pattern. They describe him as highly self-confident and instinctive — but not impulsive. He will analyze a situation carefully and extensively before making a decision, according to several former colleagues, who asked not to be named speaking about personal matters.
Once Orcel has made up his mind on a course of action, he shows little sign of bowing to others’ expectations - even if that means annoying governments, bank regulators, or even long-time allies.
In one of the clearest examples, Orcel five years ago sued Banco Santander SA for reneging on a pledge to hire him from UBS Group AG. As dealmaker, he had a long history working for the late Santander Chairman Emilio Botin, serving as his confidante and golf buddy. Now he was facing off in court with Ana Botin, who had taken over from her father and had sought to bring Orcel to Santander.
In the end, a Spanish court ruled that Santander must compensate Orcel for breaching a valid hiring contract, leaving him with a potential payout in the tens of millions of euros.
Orcel also entered and then backed out of talks to acquire the Italian government’s stake in Banca Monte dei Paschi di Siena SpA. The two sides were unable to agree on how much new capital Monte Paschi needed before the sale and the assets to be transferred, people familiar with the matter said.
Instead of buying Monte Paschi, UniCredit soon unveiled one of Europe’s most ambitious payout plans. He’d return about €16 billion over the coming years, Orcel vowed in December 2021.
Implementation of the plan has since pushed up UniCredit’s stock. It has more than tripled, helped by higher interest rates and Orcel’s turnaround strategy.
His determination also brought Orcel back for yet another attempt on Commerzbank, an acquisition that would mark his first transformative deal as bank CEO. A previous overture, in which he had scheduled talks with his then-counterpart Manfred Knof in early 2022, was sunk by the onset of the Ukraine war.
Orcel didn’t give up, and circled back to Commerzbank again this year. Yet his tendency to take counterparts by surprise was on display almost immediately, when he wrong-footed the government and management in September by disclosing that he had acquired a major stake.
The German government had tipped off potential buyers by announcing plans to sell down its holding, but Berlin wanted to place the stock among a variety of investors.
Officials in Berlin denounced the way UniCredit built its stake, saying a move on one of the country's most important banks should have been flagged more transparently. It also maintains it had no indication until it was too late that UniCredit wanted to buy the entire 4.5% Berlin was auctioning off, something Orcel denies.
While drawing admiration in financial circles, Orcel’s move didn’t sit well with Chancellor Olaf Scholz, who denounced it as “unfriendly.” Labor representatives at Commerzbank said they were “bitterly determined” in their opposition to a deal.
Orcel later signaled he hadn’t expected the German government to react so harshly, saying the backlash has reduced the chances of a Commerzbank takeover materializing.
The CEO, his former colleagues say, displays an investment banker’s readiness to keep details in flux until everything is finalized, deliberately fostering uncertainty that he then uses to his advantage. He’s also privately won praise from insiders for the perceived audacity of his moves, even from rivals.
Monday’s announcement of his bid for Banco BPM was no different. UniCredit made an all-share offer at almost no premium over Friday’s close. Shares of BPM rose, while UniCredit’s fell, as markets speculated Orcel would have to raise his offer.At least the Unicredit CEO informed the relevant parties during the weekend of his intention to bid for Banco BPM. Before launching in the early hours of Monday, Orcel alerted the Italian government, people familiar with the matter have said. He also had a phone call Saturday with bank of Italy Governor Fabio Panetta, Il Corriere della Sera reported. Then, a few hours before the deal was announced, he also called Banco BPM Chairman Massimo Tononi, Bloomberg has reported.
Orcel has indicated his move was motivated by intensifying deal activity in Italy’s banking sector such as Banco BPM’s purchase of a stake in Monte Paschi. That signaled the potential emergence of a new big lender in Orcel’s home market.
“We cannot remain absent from” consolidation in Italy, Orcel said on a conference call on Monday.
But his move also left Prime Minister Giorgia Meloni’s government struggling to work out if its plans to use Banco BPM as a building block to create Italy’s third major banking group are now defunct. Italy had supported Orcel’s move on Commerzbank. Now, several officials contacted by Bloomberg expressed bafflement and questioned what his motives for the change of direction might be.
In a call with analysts, Orcel said his bank’s interest in Banco BPM “shouldn’t come as a surprise.” In other words, those that were taken aback simply hadn’t been paying enough attention, given that he’s long flagged the targets that he has looked at.
No matter how much he wants a transaction, however, his former colleagues also say that Orcel makes sure to have an exit strategy should the original approach not work out.
In his quarrel with the Italian government over Monte Paschi, Orcel blamed Rome for underestimating the lender’s need for capital. UniCredit had made promises to investors to only consider a deal under specific conditions, he said, underlining that he’d been acting in the interests of the bank.
With Commerzbank, he has repeatedly emphasized that the investment is merely “financial” at the moment and he has the option to sell the stake if a takeover doesn’t pan out. He’s also taken out massive amounts of derivatives to hedge UniCredit’s bottom line against big changes in the value of the Commerzbank stake.
On Monday, Orcel said that the probability of a Commerzbank deal has declined and that the timeline is, in any case, longer than he originally thought. A potential takeover of Commerzbank “will require time,” he said, citing “respect for Germany and their elections.”
The moves on Banco BPM and Commerzbank “make perfect sense based on everything Unicredit via Orcel’s leadership has said and done,” according to Cole Smead, CEO & portfolio manager of investment firm Smead Capital Management, which owns UniCredit shares. “Orcel has showed again he has no fear to push against the expected outcomes when he pursues a goal in the interest of stakeholders.”
(Updates with further details on informing government)
©2024 Bloomberg L.P.