UniCredit nears majority at Commerzbank with 49.65% voting stake, Commerzbank signals openness to dialogue

Offer outcome

UniCredit's exchange offer for Commerzbank, launched in early May 2026, expired on 3 July with acceptances for 17.6 percent of the Frankfurt-based bank's shares. The Italian lender offered 0.485 of its own shares for each Commerzbank share. Combined with the 26.77 percent stake UniCredit had accumulated since its initial entry in September 2024, its direct holding now stands at 44.37 percent. Including call options on a further 3.22 percent of shares, UniCredit controls 47.59 percent of Commerzbank's capital, which translates into 49.65 percent of voting rights because Commerzbank's treasury shares carry no votes. UniCredit said the result clearly exceeded its own expectations and that the voting rights would rise to the same level once Commerzbank buys back its own shares.

Commerzbank's response

Commerzbank said it remains open to a constructive dialogue with UniCredit but renewed its criticism of the Italian bank's approach. The lender claimed that the tendered shares came predominantly from banks and parties connected with UniCredit and that the acceptance rate among independent shareholders was low.

The tendered shares come predominantly from banks and parties connected with UniCredit. The low acceptance rate among independent shareholders is evidence of the lack of attractiveness of the offer.

Supervisory Board Chairman Jens Weidmann stressed the need to preserve stability and reliability, while CEO Bettina Orlopp said the bank's focus would remain on customers, employees and shareholders.

The Supervisory Board and Management Board of Commerzbank remain committed to the company's interests and to protecting the interests of all stakeholders, customers, employees and shareholders.

In the future, too, the focus of our actions will be on the interests of our customers, our employees and our shareholders.

Regulatory and political hurdles

A full takeover still requires approval from the European Central Bank's banking supervision arm and the European Commission's competition authorities. The German government, which holds a 12 percent stake as the second-largest shareholder, opposes the hostile bid and has the right to nominate two candidates to Commerzbank's supervisory board. Commerzbank insists that any realistic path to synergies must involve management, employees and the federal government.

Next steps and AGM threat

UniCredit can now purchase additional shares on the open market, though it remains under the watch of financial regulators. The bank has previously signalled that it could seek to replace Commerzbank's management at the next annual general meeting in spring 2027 if it secures sufficient shareholder backing. The offer, initially priced below Commerzbank's market value, became more attractive as UniCredit's own share price rose in recent weeks.