UniCredit secures near-majority stake in Commerzbank after hostile tender offer

Tender outcome

UniCredit announced on Wednesday that shareholders representing 17.6% of Commerzbank's outstanding share capital had tendered their shares, well ahead of original expectations. Combined with its directly held 26.77% stake and various financial instruments, the Italian bank now controls 49.65% of voting rights, according to its statement. Other sources put the total at 47.6% or just under 48%, but all confirm UniCredit is within striking distance of a majority. The tender offer, launched in early May, valued Commerzbank at €35 billion ($40.6 billion) and offered 0.485 UniCredit shares for each Commerzbank share, a price widely seen as too low.

The completion of the tender offer periods represents a further step in the execution of UniCredit's strategic investment in Commerzbank.

Political and market reaction

The bid has been fiercely opposed by Commerzbank's management and top German politicians, who view it as a hostile attempt to take over a national champion. The German government still holds a stake from the 2009 bailout, adding a political dimension. Despite the opposition, UniCredit CEO Andrea Orcel pressed ahead, and the tender result suggests many shareholders were willing to accept the discounted offer, possibly fearing a share price drop if the bid failed.

How Orcel pulled it off

Market participants have puzzled over how UniCredit secured such a large stake at below-market prices. Theories include the use of total return swaps that required counterparty banks to tender shares, and a surge in Commerzbank stock lending from 1% to nearly 10% this year, according to S&P Global data. The Financial Times reported that tendered shares may have been borrowed to back swaps, with UniCredit potentially covering any shortfall. UniCredit itself suggested a simpler explanation: sellers may have bet that Commerzbank's share price would fall sharply if the bid collapsed.

What's next

With nearly half of voting rights, UniCredit is positioned to exert significant influence, though full control may require further regulatory and political clearance. The battle underscores the challenges of cross-border banking consolidation in Europe, where national interests often clash with market logic.