Italy could intervene over UniCredit HQ in Commerzbank deal
Prospect of UniCredit moving HQ abroad alarms Rome
Italian bank says no reason to change Milan HQ
Government has golden powers to set conditions
Veto seen as unfeasible in intra-EU deal
By Giuseppe Fonte
ROME, Sept 30 (Reuters) -Italy fears that UniCredit CRDI.MI may shift its central offices to Germany as part of any deal with Commerzbank CBKG.DE, government officials said, adding Rome expects to have a say in the matter based on its 'golden power' rules.
Milan-based UniCredit has sought to dispel concerns saying that there is no reason for the bank to shift its legal base away from Italy, reiterating its stake in Commerzbank is only a financial investment at present.
Italian Prime Minister Giorgia Meloni's office declined to comment.
Golden powers allow Meloni's government to set conditions on or block foreign and domestic corporate forays, as well as the right to intervene on governance changes involving companies that operate in strategic sectors such as energy and banking.
UniCredit this month unveiled a potential 21% stake in Frankfurt-based Commerzbank and its Chief Executive Andrea Orcel said he would be willing to discuss a full takeover.
The location of a combined bank's headquarters would be a central issue in any merger talks, said one of the two officials, both of whom are familiar with Rome's thinking on the matter.
UniCredit has previously explored the option of twin corporate centres in Germany and Italy, Reuters reported.
The Italian government could use its powers to set some conditions on a deal, while an outright veto would be out of the question as the European Central Bank backs bank mergers and EU treaties promote the free movement of capital, the second official said.
SALVINI'S STANCE
Italy's government has so far adopted a cautious tone on the matter, but Deputy Prime Minister Matteo Salvini publicly raised the issue of UniCredit shifting its base to Germany as part of a deal, confirming an earlier Reuters report.
"It's good as long as Italy doesn't get screwed, as long as they (UniCredit) don't close branches or offices in Italy and don't move to Germany, that's what matters to me as an Italian," Salvini said on Monday, speaking in Milan.
UniCredit's stake-building has shocked Berlin, with German finance minister underscoring to Italy's Treasury his concerns over any hostile takeover of Commerzbank by UniCredit.
Germany would account for 56% of customer loans in a combined UniCredit-Commerzbank group, compared with 31% for UniCredit alone at present.
This has stoked discussions in Rome around the possibility UniCredit could relocate to Germany to overcome opposition from authorities in Berlin, the officials told Reuters.
Golden powers require Italian government approval for any decision, act or transaction, adopted by a company owning strategic assets which results in changes in the ownership, control or availability of such assets, including merger deals or the transfer abroad of the registered office.
A previous attempt by former UniCredit CEO Jean-Pierre Mustier to move on Commerzbank met with political opposition in Italy due to plans to create a German holding company to lead the bank's business.
Editing by Keith Weir and Susan Fenton
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