UniCredit raises Commerzbank stake to 47.6% in takeover push
UniCredit ended the tender with 47.6% of Commerzbank, enough to pressure the board but not enough to settle the fight.
UniCredit said it had secured 47.6% of Commerzbank after the latest acceptance period, leaving Andrea Orcel with a stake large enough to shape the German lender’s direction but still short of outright control. The Italian bank said the tender brought in acceptances for 17.6% of Commerzbank, lifting its holding from the roughly 30% level it had reached earlier this year.
That position is the result of a year-long build-up. UniCredit first disclosed a 9% stake in September 2024 after Germany sold part of its crisis-era holding, then by March 2026 said it owned about 26% directly and another 4% through total-return swaps. It later launched a voluntary exchange offer designed to move above Germany’s 30% takeover threshold without immediately asking for control. UniCredit said that offer implied a value of about €30.8 per Commerzbank share, a 4% premium to the March 13 close.
The deal remains hemmed in by politics and regulation. Germany’s finance agency formally rejected the bid on June 16, 2026, citing a low price and an aggressive approach, while the German finance ministry renewed its criticism of UniCredit’s strategy. The state still holds about 12% of Commerzbank after the 2009 bailout, and in mid-June that holding was described as nearly 13%, giving Berlin a continuing veto-like presence in the debate over the bank’s future.
Governance is another obstacle. Commerzbank’s supervisory board has worker representatives on half its seats, Jens Weidmann chairs it, and the bailout agreement reserves two seats for the government. Even if UniCredit crosses 50%, winning a clean board takeover would remain difficult. UniCredit said the European Central Bank now expects to declare it in control of Commerzbank under German rules, a classification that can affect supervision, governance and capital demands.
The dispute has become a test case for European banking consolidation. Orcel has said he wants to raise Commerzbank’s profitability over a couple of years while keeping it separate from HVB rather than rushing into a full integration. Commerzbank has resisted, even as it said it remained open to constructive dialogue, and talks between Orcel and chief executive Bettina Orlopp have repeatedly stalled. Orlopp later urged shareholders not to accept the offer in a June 26 letter, while Commerzbank said the take-up from independent shareholders was weak and that less than 2% of shares were tendered by institutional and retail investors.
The political temperature has also risen outside the boardroom. Commerzbank employees protested at the bank’s annual meeting in May, and the works council filed a criminal complaint in June alleging market manipulation tied to UniCredit’s bid. If Orcel ultimately pushes beyond 50%, the transaction would rank as the biggest banking deal in Europe since the 2008-09 crisis, and the largest since ABN Amro in 2007.
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