Commerzbank Stands Its Ground: Berlin Opens Door to Merger as Shareholders Spurn UniCredit Bid

Bundeskanzler Friedrich Merz has softened Berlin’s line on a potential tie-up between Commerzbank and Italy’s UniCredit, telling reporters at his summer press conference that the government would not block a merger. The statement marks a clear departure from his previous insistence that the Frankfurt lender should remain independent—a position he had shared with Finance Minister Lars Klingbeil. Yet Merz was quick to criticise the Italian bank’s approach, describing its tactics as aggressive and warning that the manner of the advance did not meet with federal approval. The subtext, according to financial circles, is that UniCredit chief Andrea Orcel could improve his chances of acquiring the government’s remaining 12% stake by dialling down the confrontational style.

The olive branch from Berlin comes just weeks after UniCredit’s takeover offer fell flat. The Italian lender disclosed in early July that only 17.6% of Commerzbank shares had been tendered, with take-up among independent institutional and retail investors languishing below 2%. The meagre haul nevertheless pushed UniCredit’s overall holding to 47.6%, and that figure could rise to 49.65% at a general meeting if Commerzbank’s own treasury shares are stripped of voting rights. The failure of the offer was widely seen as a vote of confidence in the bank’s standalone strategy, but the sheer size of UniCredit’s stake means it now wields de facto control without needing any further regulatory nods—the Bundesbank, Bafin, the ECB, and even authorities in Poland, the US and the EU have all given their approval.

Merz acknowledged that a large number of shareholders had accepted the bid despite what he called its “economically unattractive” terms, though the data suggests the vast majority of free-float holders preferred to sit on their hands. He reserved the right to scrutinise Commerzbank’s business model, citing the lender’s crucial role in financing Germany’s Mittelstand. The government is now signalling that it wants a negotiated solution rather than a prolonged regulatory stand-off, putting pressure on both sides to restart talks after several failed attempts.

Should investors sell immediately? Or is it worth buying Commerzbank?

On the operational front, Commerzbank’s management has not waited for the dust to settle. The annual general meeting in May approved a dividend of €1.10 per share for fiscal 2025, nearly double the previous year’s €0.65, and authorised a new buyback programme of up to 10% of share capital. The preceding buyback, completed in March, saw the bank repurchase roughly 15.6 million shares for a total of €524 million. Separately, the lender announced expanded artificial-intelligence partnerships with Google and Microsoft in early July, rolling out Gemini Enterprise and Microsoft 365 Copilot to streamline internal processes—a clear attempt to bolster the “Momentum 2030” strategy that management says will deliver value without outside help.

The stock has held up well amid the corporate drama. After Merz’s comments, shares slipped about 1.7% before recovering to close at €37.89 on Thursday, just a whisker below the €39.18 peak set on 14 July. That all-time high sits 3.3% above the current price, while the stock’s distance of nearly 10% from its 200-day moving average suggests the underlying trend remains firmly upward. Deutsche Bank reaffirmed its ‘Buy’ rating on the shares in mid-July, adding a note of analyst support to the independence narrative.

All eyes now turn to 6 August, when Commerzbank is due to report second-quarter and first-half results for fiscal 2026. After a failed takeover bid that the market interpreted as a validation of the bank’s solo course, those numbers will be closely scrutinised to see whether the operational reality matches the bullish sentiment. For now, Berlin has left the door ajar—it is up to Orcel to decide whether to step through it on more conciliatory terms.

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