(de-news.net) – UniCredit has formally launched an all-share takeover bid for Commerzbank, but the offer’s below-market valuation, political resistance, and internal opposition make majority control unlikely, even as UniCredit advances its strategic case and reports strong earnings.
With the formal announcement of an all-share takeover offer for the German DAX-listed lender, UniCredit has intensified its efforts to acquire Commerzbank, thereby moving from preparatory positioning to a fully articulated bid. As outlined in Milan, each Commerzbank share is to be exchanged for 0.485 newly issued UniCredit shares, implying a valuation of 30.80 euros per share under the proposed terms. In light of Commerzbank’s current market price of approximately 35 euros in Frankfurt, the offer is widely assessed as unlikely to secure broad shareholder approval. This skepticism is further reinforced by the German government’s continued refusal to divest its roughly 12 percent stake, which functions as a significant blocking position.
For several months, resistance within Commerzbank has remained entrenched, with management, the works council, and the broader workforce consistently opposing the proposed transaction. Their objections have centered primarily on the anticipated risk of substantial job reductions in the event of a merger. Against this backdrop, UniCredit’s leadership has indicated that the formal launch of the offer is intended to accelerate proceedings within the confines of statutory takeover regulations, while at the same time emphasizing that the institution remains open to engagement and dialogue despite the rigid timelines imposed by the legal framework.
Following shareholder approval for a capital increase required to support the transaction, UniCredit proceeded with the offer in line with its previously communicated timetable and set June 16 as the deadline for the acquisition of additional shares. The bank already holds close to 30 percent of Commerzbank’s equity through a combination of direct share ownership and financial instruments. The exchange offer, initially presented in March, implied only a limited premium relative to prior market prices and resulted in an overall valuation of Commerzbank at just under 35 billion euros, underscoring the restrained nature of the bid.
Financial markets reacted positively to the announcement, with shares in both institutions registering gains despite the fact that the core parameters of the offer had been largely anticipated. Commerzbank stated that its management and supervisory boards would undertake a detailed assessment of the unsolicited proposal and issue a substantiated opinion within the legally prescribed timeframe, which under German takeover law typically amounts to approximately two weeks.
Given the evident gap between the implied valuation and prevailing market prices, UniCredit has indicated that it does not expect to achieve a controlling majority through the current offer. Instead, its leadership has suggested that remaining below the 50 percent threshold represents the most plausible outcome under present conditions. The bank has framed its primary objective as advancing its broader strategic agenda while simultaneously enabling Commerzbank to realize its full operational and financial potential.
Restructuring plans highlight job cuts and efficiency concerns
The German government has reiterated its commitment to preserving Commerzbank’s independence, portraying its shareholding as a stabilizing anchor within the ownership structure. At the same time, UniCredit has acknowledged that its efforts since late 2024 to engage key stakeholders and develop a consensual strategic framework have not yielded tangible results, even as it continues to express confidence that its position will gain acceptance over time.
In articulating its rationale, the Italian bank has argued that corporate decision-making should reflect the interests of shareholders and the wider group of stakeholders rather than being driven solely by incumbent management, thereby implicitly criticizing Commerzbank’s defensive posture. Nevertheless, it has also recognized that ultimate authority over the institution’s future direction rests with Commerzbank and its investors.
UniCredit’s stake-building strategy began in September 2024, when it leveraged a government share sale to establish an initial foothold. It now controls 29.99 percent of Commerzbank’s shares and has secured economic exposure to a further 2.65 percent. The bank anticipates that a potential combination would generate efficiencies in Germany’s retail and SME banking segments, where it already operates through HypoVereinsbank. However, labor representatives have warned that such integration could entail substantial job losses, drawing parallels with previous restructuring episodes.
According to a restructuring framework outlined by UniCredit, approximately 7,000 full-time positions in Germany could be eliminated, while Commerzbank’s international network has been characterized as inefficient and disproportionately extensive. The bank has argued that Commerzbank’s current strategic trajectory could, over the medium term, undermine its competitive position. Allegations that UniCredit has sought to depress Commerzbank’s valuation have been rejected, with management maintaining that its objective is to unlock latent value rather than diminish it.
Separately, UniCredit reported first-quarter results that exceeded market expectations, with net profit increasing by 16 percent year on year to 3.2 billion euros, marking the strongest quarterly performance in its history. The bank has subsequently raised its earnings outlook, projecting profits of at least 11 billion euros for 2026, rising to 13 billion euros by 2028 and surpassing 15 billion euros by 2030—targets that analysts generally regard as attainable under current assumptions.
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