Italy’s largest bank UniCredit has acquired more than 44 percent of Commerzbank shares as part of its share swap offer. This makes a takeover more likely, but obstacles still exist.
The battle for Commerzbank has been heating up for months now, with UniCredit publishing the final result of its takeover bid. Milan’s largest bank announced that it had taken over 17.6 percent of Commerzbank’s securities ahead of its July 3 expiration. Together with the 26.77% of shares that the company already held before the offer, UniCredit’s direct stake in Commerzbank increases to a good 44%.
The Italians also have access to more than three percent of Commerzbank shares through call options, own other financial instruments and, according to their own statements, will have a stake of more than 47 percent. You can buy additional Commerzbank shares on the stock exchange, but are currently under the supervision of the financial regulator.
UniCredit, which joined Commerzbank in September 2024, submitted a takeover bid for the DAX group at the beginning of May. He offered 0.485 treasury shares per security. The converted offer was below the Commerzbank share price for a long time. However, it has become increasingly attractive recently as UniCredit’s share price has risen. Commerzbank management still expresses doubts about how such a rate arose.
There are still obstacles to the takeover
UniCredit said the result significantly exceeded its own expectations. The 47.59 percent stake corresponds to 49.65 percent of Commerzbank’s voting rights, since its own shares have no voting rights. The financial institution spoke of “taking a further step towards making strategic investments” and continued to strive to work “constructively” with all relevant stakeholders while advancing the necessary regulatory and supervisory processes.
With the increased stake, a takeover of the 156-year-old Commerzbank became more likely. This will require not only additional shareholders to sell their shares, but also regulatory approval, especially the European Central Bank’s (ECB) banking supervisor and the EU Commission’s competition watchdog.
As of June 19, UniCredit had already reported its stake of about 40 percent in Commerzbank plus financial instruments. She recently threatened to oust Commerzbank management at the next general meeting in spring 2027 if she convinced enough shareholders. To make important decisions, the bank does not need a controlling stake, but rather maintains a certain share of the represented share capital.
Commerzbank is open to discussion
Commerzbank CEO Bettina Orlopp rejects the takeover. The Frankfurt financial institution announced today that its board of directors and supervisory board are open to a “constructive dialogue with UniCredit.” “From Commerzbank’s point of view, only with a friendly decision involving the company’s management, employees and their representatives, as well as the federal government as the second largest shareholder, can it be possible to achieve the synergies from the merger in the appropriate amount and in the appropriate time frame.”
Several attempts at management-level talks recently have gone nowhere or failed. The strategic plans of Commerzbank management are far from what UniCredit head Andrea Orcel has in mind. He wants to create a major European bank through takeover and sees the potential for billions in savings, including 7,000 job cuts.
In the event of a takeover, Commerzbank also fears for its extensive overseas network, which it uses to support the exports of medium-sized companies. Orcel wants to impose its own business model, which is primarily limited to the main European markets. The Italians have made Munich’s HypoVereinsbank (HVB), which has been part of UniCredit for more than 20 years, significantly more profitable – but at the expense of its importance and thousands of jobs.
Shareholders will still have to wait
The Federal Government, as the second major shareholder, once again supported the management of Commerzbank. “The federal government will continue to act in the interests of Commerzbank employees, German medium-sized businesses and Frankfurt as a financial center,” said a spokesman for the SPD-led Finance Ministry in Berlin. “UniCredit’s aggressive and hostile actions remain unacceptable from the federal government’s perspective.”
The spokesman reiterated that the federal government would not sell its 12 percent stake to UniCredit. However, it cannot prevent absorption. The ministry noted that the German financial regulator BaFin and the ECB banking supervisors will have to study all further steps of UniCredit.
Thus, Commerzbank shareholders who offered their shares to UniCredit will still have to wait for the share exchange to be completed. Numerous approvals are still pending in advance. The ECB is now expected to determine that UniCredit already has de facto control of Commerzbank. Because then the Italians will also have to mitigate risks on Commerzbank’s balance sheet.