The operation being considered by mBank and UniCredit is to transfer the risk of a portfolio of loans secured by commercial real estate. According to people with knowledge of the plans mBank is analyzing the possibility of conducting a transaction involving loans with a total value of approximately EUR 1.2 billion (about PLN 5 billion) – Bloomberg reports.
These sources, who chose to remain anonymous, emphasize that the talks are confidential, are at an early stage, and both the scope and dates may change.
The transaction would bring relief to capital
This is a transaction known as SRT, i.e. significant risk transfer. It is used for this purpose, among others: synthetic securitization, which mBank has already carried out before. These types of operations enable financial institutions to reduce risk-weighted assets and capital requirements, which in turn means an increase in capital ratios (other things being equal). This allows banks to free up capital to be used for, for example, new loans, acquisitions or dividend payments.
In autumn 2025, mBank settled a synthetic securitization transaction carried out on the project finance corporate exposure portfolio (consisting mainly of projects financing renewable energy sources) with a total value of PLN 3.8 billion. This had a positive impact on the CET 1 capital ratio by 0.28 percentage points. Banks strive to optimize the use of capital (this increases the ROE ratio, increasing the possibilities of developing lending and dividend payments).
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Bloomberg reported that a representative of mBank, answering questions by e-mail, informed that possible decisions were currently at a very early stage of analysis and declined to comment further. The UniCredit spokesman did not provide an answer on this matter, while Commerzbank directed questions to its Polish branch.
UniCredit wants to take over Commerzbank
The whole matter is made even more interesting by the fact that UniCredit is involved in preparing the SRT transaction despite two years of efforts to take over Commerzbank. The Italian giant already has just under 30 percent. shares of this second-place leader in the German banking sector. Germany sees this offer as an attempt at a hostile takeover, and the federal government, which has 12 percent, also opposes it. bank shares. The Italian financial institution regularly uses such tools and often advises other banks on similar operations.
Commerzbank is the main shareholder of mBank, owning 69%. shares of the fifth largest commercial lender in Poland. If the takeover of Nad Rhine took place, UniCredit would have to announce a tender offer for all remaining mBank shares. This type of speculation has recently driven up mBank's quotations on the Warsaw Stock Exchange. On Wednesday, during a very successful session for the entire banking sector, the company gained 9.4%. and at one point the rate reached a record PLN 1,271. It has gained almost 18% since the beginning of the year, and 78% in the last 12 months. For comparison, the WIG-banki index increased by 15.4 percent, respectively. and 59 percent
