UniCredit advances Commerzbank bid

UniCredit said on July 8 it had secured 47.6% of Commerzbank’s shares after its takeover offer, bringing the Italian bank to the edge of control of its German rival. The move pushed one of Europe’s most contentious banking battles into a new phase, with Chief Executive Andrea Orcel now closer to a majority stake but still facing resistance from Berlin, Commerzbank management and employee representatives. Commerzbank has urged shareholders to reject the offer and says its stand-alone “Momentum 2030” plan offers better value. The German government, which still owns about 12% of Commerzbank, has called a hostile takeover unacceptable. ### How far did UniCredit actually get this week? UniCredit said the additional acceptance period for its offer lifted its position to 47.6% of Commerzbank shares. Reuters reported that left the Milan-based bank just short of control of the lender it has pursued since 2024. Commerzbank said on July 8 that the transfer of tendered shares and associated voting rights to UniCredit still depends on required regulatory approvals. (globalbankingandfinance.com) The bank also said that, based on information it collects from custodian banks, less than 2% of institutional and retail investors tendered shares, and that most tendered stock came from banks and parties connected to UniCredit. ### Why does 50% matter more than 47.6%? Reuters reported that a stake above 50% would allow UniCredit to propose board changes at Commerzbank. Hans-Peter Burghof, chair of banking and financial services at the University of Hohenheim, told Reuters that workers’ representatives hold half the seats on Commerzbank’s supervisory board, adding another obstacle to any attempt to impose changes quickly. (commerzbank.de) UniCredit said in March that its exchange offer was designed to cross the 30% threshold under German takeover law without necessarily reaching control. The bank said at the time it expected settlement only in the first half of 2027 after necessary regulatory clearances. (globalbankingandfinance.com) ### Why are Commerzbank and Berlin still resisting? Commerzbank’s management and supervisory board said on May 18 that UniCredit was “not offering Commerzbank shareholders an adequate premium” and had not presented a “coherent and credible strategic plan” for a combination. They recommended that shareholders not accept the offer. Commerzbank said the implied offer value on May 15 was 34.56 euros per share, below the bank’s 36.48-euro closing price that day. (unicreditgroup.eu) The German federal government said it supports Commerzbank’s strategy of independence. Commerzbank cited the Finance Ministry’s position that “a hostile takeover would be unacceptable,” particularly because Commerzbank is a systemically relevant bank. ### What are employees saying now? (commerzbank.de) Commerzbank’s works council said on July 9 that employees “neither want nor need UniCredit.” In a message reported by Reuters, the council said it rejected what it called a “veiled, uncoordinated and hostile creeping approach.” Bettina Orlopp, Commerzbank’s chief executive, told employees in an internal video message that the bank would not let the new situation unsettle it, according to a Reuters transcript. (commerzbank.de) Reuters also reported that both banks have signaled willingness to talk after earlier informal discussions broke down. (globalbankingandfinance.com) ### Which regulators still matter from here? The European Central Bank authorized UniCredit in March 2025 to acquire up to 29.9% of Commerzbank directly, and UniCredit said at the time that further approvals were still required before derivative positions could be converted into shares. UniCredit specifically cited the German Federal Cartel Office among the remaining approvals. Germany’s cartel office separately cleared UniCredit’s plan to own just under 30% in April 2025, according to Reuters. (globalbankingandfinance.com) Commerzbank said this week that the transfer of tendered shares and voting rights remains subject to required regulatory approvals. The bank’s takeover FAQ says it will publish second-quarter 2026 results on August 6, the next fixed date in a fight that has moved from the offer period into boardroom and regulatory follow-up. (commerzbank.de) (unicreditgroup.eu)