Germany rejects UniCredit’s Commerzbank offer, bolstering bank independence

Germany drew a hard line against UniCredit’s push for Commerzbank, rejecting the Italian bank’s offer on the final day of the formal acceptance period and signaling that Berlin still views the lender as a strategic asset. The Finance Agency said the bid lacked an appropriate premium and reflected what officials called an “aggressive approach.”

The move escalated a fight over one of Germany’s most important banks. Berlin still holds roughly 12% of Commerzbank, a stake acquired after the 2008 financial crisis, and remains the lender’s second-largest shareholder. That holding gives the government real influence even without outright control, and officials have long argued that Commerzbank matters not just for shareholders but for the financing of Mittelstand companies and for Frankfurt’s role as a financial centre.

The stakes were large enough to keep the deal in the political spotlight. Bloomberg valued UniCredit’s proposed takeover at about €39 billion, or $45 billion, underlining why the battle has become so charged. UniCredit had already advanced far into the process: market reporting said its adjusted holding reached about 42.4% when existing stakes and derivatives were combined with tendered shares. Even so, Berlin’s public rejection made any full takeover much harder both politically and reputationally.

The dispute also exposed a legal overhang. Frankfurt prosecutors opened a preliminary investigation into possible market manipulation linked to the offer after a criminal complaint from Commerzbank’s Group Works Council, adding labor opposition to an already tense contest. The complaint underscored how deeply the bid had divided the bank’s own workforce, which has resisted a foreign takeover of a lender still seen in Germany as tied to national industrial policy.

The market itself had helped sharpen the tension. Commerzbank shares traded above the implied offer price for much of the campaign before slipping below it, reducing the bid’s appeal on pure financial terms. That left UniCredit pressing ahead at the same moment Berlin was hardening its resistance, turning the contest into a wider test of how far foreign banks can reshape Germany’s financial sector. In practice, the rejection was more than a shareholder vote of no confidence. It was Berlin saying that, for now, Commerzbank is not just another takeover target.