Berlin Steps Back as UniCredit Circles Closer to Commerzbank Control
Published on 07/23/2026 at 07:42 | Redaktion boerse-global.de
The political wall that once stood between UniCredit and its prize has crumbled. Chancellor Friedrich Merz has made it clear that the federal government will not stand in the way of a Commerzbank takeover, telling the Frankfurter Allgemeine Zeitung that Berlin lacks the legal means to block a merger. "We are not preventing this fusion," Merz stated, arguing that Europe requires strong banks. The shift in tone marks a decisive moment in the months-long saga, removing what analysts had long considered the most formidable hurdle for the Italian lender.
UniCredit now holds or has access to 47.59 percent of Commerzbank shares, following the close of its tender offer on July 3, when 17.6 percent of shares were tendered. Including call options, the bank's effective reach extends to roughly 47.6 percent, and on the voting floor of the next annual general meeting it could command as much as 49.65 percent, given that its own Commerzbank holdings carry no voting rights. The federal government remains the second-largest shareholder with 12.3 percent, but its willingness to use that stake as a shield has evaporated.
The political retreat comes as Commerzbank's supervisory board loses one of its two state-appointed members. Harald Christ, who joined the board in 2023, has informed Chairman Jens Weidmann, the finance ministry, and the financial market stabilization agency that he will not stand for re-election at the next annual meeting, scheduled for May 2027. While Christ has not publicly linked his departure to the takeover battle, insiders see a clear connection. Berlin now faces the task of finding a replacement at precisely the moment when UniCredit is poised to wield effective voting control.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank shares closed Wednesday at €38.30, up 1.73 percent, leaving them just 2.25 percent below the 52-week high of €39.18 set on July 14. The stock has gained 29.35 percent over the past twelve months, a rally almost entirely fueled by the takeover premium. Yet the average analyst target of roughly €35.53 sits below the current price, suggesting the market is already pricing in deal optimism that fundamental valuations may not support.
Chief Executive Bettina Orlopp is not surrendering without a fight. In a CNBC interview, she declared the bank would fight for its shareholders and demanded that UniCredit improve its offer price. She also criticized the Italian bank for a lack of clarity regarding how it plans to integrate Commerzbank with HypoVereinsbank. Orlopp has publicly stated her intention to remain in office through the end of her mandate in 2029, while leaving the door open for constructive dialogue — a balancing act that grows more difficult as Berlin's resistance weakens.
The rating agencies are drawing their own conclusions from the shifting landscape. Moody's upgraded UniCredit's outlook, noting that gaining control and consolidating Commerzbank could lift its standalone rating from "baa2" to "baa1." UniCredit shares responded by climbing 1.29 percent to €83.99, matching their 52-week high, with year-to-date gains now at 18.26 percent. S&P took the opposite view on the target, cutting Commerzbank's rating outlook from "positive" to "stable" on expectations that integration into the UniCredit group within two years would strip the bank of its independent risk buffers. Commerzbank currently carries an "A" rating, one notch above UniCredit's "A-."
The next major test arrives on August 6, when Commerzbank reports second-quarter earnings. Allianz follows a day later with its own half-year numbers, providing a broader read on the German financial sector's operational health. For Commerzbank, the earnings call will be as much about the numbers as about Orlopp's ability to argue that the bank is worth more than UniCredit has offered — a case that grows harder to make with each signal that Berlin has left the building.
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