Commerzbank's Independence Bet Pays Off as UniCredit's Discounted Offer Fails to Lure Shareholders
27.05.2026 - 20:30:55 | boerse-global.de
Just 0.02% of Commerzbank’s shares have been tendered into UniCredit’s hostile offer – a damning early verdict from the market. With the acceptance window now open and the deadline set for 3 July 2026, the Italian lender’s bid is effectively being ignored by the very shareholders it needs to win over.
The arithmetic explains why. UniCredit is offering 0.485 of its own shares for each Commerzbank share. At the close on 15 May, that package was worth €34.56 – a chunky discount to Commerzbank’s then closing price of €36.48. Since then Commerzbank has climbed further, hitting €36.69 on Wednesday, only a whisker below its 52-week high of €37.75. Independent analysts value the stock at a median of €41.50, leaving the Italian proposal looking cheap.
Frankfurt’s management has capitalised on that gap with a powerful counter-narrative. On 20 May, the annual general meeting approved a dividend of €1.10 per share with a staggering 99.88% of votes in favour. Shareholders also gave the green light for share buybacks of up to 10% of share capital, reinforcing the bank’s pledge to return as much as 100% of net profit (after AT-1 coupons) to investors.
The foundation for that generosity is a record first quarter. Operating profit hit €1.36 billion, up 11% year-on-year, while net profit rose 9% to €913 million. Management promptly raised its full-year operating profit guidance to at least €3.4 billion. The board argues that its standalone “Momentum 2030” strategy – which targets a 21% return on equity by the end of the decade, powered by €600 million in AI investment and 3,000 job cuts – will create more value than any tie-up with UniCredit.
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Barclays analyst Flora Bocahut backs that view. She recently reiterated an “Overweight” rating with a €42 price target, implying roughly 14% upside from current levels. The stock’s technical picture, however, sounds a note of caution: the relative strength index stands at 79.6, deep in overbought territory, and the shares have been consolidating sideways after touching a six-month high of €37.37 on 25 May.
UniCredit has been steadily building its position through a combination of shares and derivatives, and now controls over 40% of Commerzbank’s equity. Yet the board, after reviewing the offer document published on 5 May, has urged shareholders to reject it, citing both the inadequate premium and the lack of a credible strategic plan. CEO Knof’s successor has been given a clear mandate: no deal unless UniCredit offers a proper premium and a plan that builds on Commerzbank’s strengths.
The political backdrop adds another layer. Chancellor Friedrich Merz has described UniCredit’s tactics as “hostile and aggressive”, and the German government still holds just over 12% of Commerzbank. But Berlin has so far declined to take active counter-measures, such as increasing its stake, leaving the outcome squarely in the hands of private investors.
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Complicating the picture is a governance distraction: the bank has cut former CEO Manfred Knof’s 2024 variable compensation by 30% after a probe found he breached his duties by holding an undisclosed meeting with UniCredit’s Andrea Orcel. Knof claims Orcel arrived unannounced and that the meeting yielded no insights. The board’s handling of the affair has not helped the narrative of a united front.
With UniCredit reportedly planning no improvement to its terms, the offer appears likely to expire on 3 July with minimal acceptance. Commerzbank’s management has left the door open to talks – but only on conditions that would make the bid look very different from today’s. For now, the market’s message is unambiguous: Frankfurt prefers to go it alone.
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