UniCredit nears control of Commerzbank, setting off political fight

UniCredit has secured 47.6% of Commerzbank after extending its buyout offer, bringing the Italian lender to the edge of control and forcing Germany to confront a takeover it has spent months trying to resist. Excluding treasury shares, UniCredit's voting stake rises to 49.7%, a level Andrea Orcel has said could persuade the European Central Bank to treat the lender as in control under German rules.

The move sharpened a battle that began with UniCredit’s build-up of a 26.7% position from 2024 and its low-premium exchange offer in March. UniCredit set the offer at 0.485 of its own shares for each Commerzbank share, implying about €30.8 per share and only a 4% premium to the March 13 closing price. The structure would let it lift its stake above the 30% threshold without having to keep managing below that line because of Commerzbank’s buyback programme.

Commerzbank’s board and supervisory board rejected the exchange offer on May 18, citing an inadequate premium and a coherent, credible strategic plan. The lender put the implied offer value on May 15 at €34.56, below the closing share price of €36.48, while independent analysts had a median target of about €41.50 for the stock. Commerzbank argues that its own Momentum 2030 strategy would create more value on a stand-alone basis.

The dispute has moved beyond valuation into regulation and political power. On June 3, Commerzbank contacted BaFin over UniCredit’s disclosure of tendered shares and alleged that most of the reported stock came from UniCredit derivative counterparties rather than independent investors. Commerzbank raised further concerns on June 10 and disclosed the shareholder structure of tendered shares on June 25. UniCredit acted in full regulatory compliance and asked BaFin to review the dispute.

The backlash in Germany was visible and immediate. Dozens of Commerzbank employees protested in Wiesbaden on May 20, waving whistles and signs reading “UniCredit go away!” and “#NOMerger #NOrcel.” Frederik Werning, a union official and Commerzbank supervisory board member, warned that the plans could cost jobs and threaten German small and medium-sized businesses. In Berlin, officials considered using KfW to help block the bid, and Germany formally rejected UniCredit’s move in June.

Commerzbank was founded in Hamburg in 1870 and relocated to Frankfurt in 1970. It bought Dresdner Bank in 2008 and required a 2009 state rescue that left the German government with a 12% stake.