Commerzbank CEO Rejects UniCredit Merger Plan as German Government Backs Independence

Commerzbank CEO Bettina Orlopp rejected UniCredit's proposed takeover on Monday, calling the Italian lender's plan a standalone restructuring proposal rather than a value-creating combination, as the German government and labor unions also lined up against the bid. UniCredit CEO Andrea Orcel had earlier presented a plan projecting that a merged group would generate a net profit of approximately 21 billion euros by 2030. The Italian bank, which started acquiring Commerzbank stock in 2024, has built its stake to close to 30% and last month launched a bid to push that holding above the 30% threshold. Under German law, crossing that threshold makes a full buyout offer mandatory.

Orlopp says plan took 18 months and missed the point Bettina Orlopp delivered a pointed rebuke of the proposal, accusing UniCredit of failing to grasp the fundamentals of Commerzbank's business despite extended contact between the two institutions. „We are astonished that it took UniCredit more than 18 months to present a unilateral plan that lacks basic understanding of the drivers of our business model despite regular investor meetings during this period.” — Bettina Orlopp via Reuters Orlopp described the proposal as a restructuring plan that should be measured against Commerzbank's existing strategy, which she said offers reliable value with limited execution risk. Commerzbank's formal statement accused UniCredit of employing "hostile tactics and misleading characterisations." The rejection was unambiguous: Orlopp said the plan was "not a business combination capable of creating value." Andrea Orcel, for his part, framed the move as an attempt to break a stalemate and bring both sides to the table.

Berlin calls hostile takeover of systemic bank unacceptable The German Ministry of Finance reaffirmed its opposition to the deal in the clearest terms, describing a hostile takeover of a systemically relevant institution as beyond the bounds of what the government would accept. „The position of the German government is known and has not changed. We support Commerzbank's strategy of independence. A hostile takeover — especially in reference to a systemically relevant bank like Commerzbank — would be unacceptable.” — German Ministry of Finance spokesperson via ANSA The ministry declined to comment directly on UniCredit's specific statements, with the spokesperson adding only that the government does not respond to the Italian lender's remarks. A German lawmaker also voiced opposition to the takeover but said that if a deal were to occur, the combined bank should be headquartered in Frankfurt. The government's stance reflects broader concerns about foreign control over a bank that plays a central role in the German financial system. Systemically relevant banks are subject to heightened regulatory scrutiny across the European Union.

Union warns of massive cutbacks behind the merger plan The German labor union Verdi renewed its call for Commerzbank's independence after UniCredit's Monday presentation, with a senior official dismissing the plan as a repackaged austerity program. „Today's presentation by UniCredit didn't particularly surprise us or convince us, because ultimately it just illustrates in visual form what they've been doing all along: announcing what amounts to a massive cutback and trying to sugarcoat it a bit.” — Kevin Voss via Reuters Kevin Voss, a Verdi official who sits on Commerzbank's supervisory board, said independence was "definitely the better path for the employees." UniCredit's own projections show the merged group achieving revenues of approximately 45 billion euros and keeping costs below 14.5 billion euros by 2030. 21 (billion euros) — projected net profit of merged group by 2030 The gap between UniCredit's financial ambitions and the resistance from Commerzbank's management, the German government, and organized labor leaves the path to a deal deeply uncertain.

Net profit: 21, Revenues: 45, Costs (ceiling): 14.5

UniCredit began accumulating Commerzbank shares in 2024, gradually building a position that now stands close to 30%. The 30% threshold is a critical trigger under German takeover law: once crossed, the acquiring party is legally required to make a mandatory full offer to all remaining shareholders. Commerzbank, headquartered in Frankfurt am Main, is one of Germany's largest banks and serves both retail customers and corporate clients across Europe. The German government has historically maintained a close interest in Commerzbank's ownership structure, having held a significant stake in the bank following a state rescue during the 2008 financial crisis.