ECB Rebuke and Dividend Verdict: Commerzbank Faces Twin Pressures Ahead of May AGM

The battle for Commerzbank is escalating on multiple fronts. Just days before its annual general meeting on 20 May in Wiesbaden, the European Central Bank has publicly criticised the German government’s resistance to UniCredit’s bid. Outgoing ECB Vice-President Luis de Guindos described Berlin’s blocking stance as an infringement on the single market, injecting fresh political tension into a takeover fight that also sees the lender proposing a bumper payout to shareholders.

Commerzbank’s management is urging investors to hold fire on any decision. The formal opinion required under §27 of the German Securities Acquisition and Takeover Act is due later this week, and the board wants shareholders to wait before reacting to UniCredit’s all-share offer. The AGM itself falls squarely within the acceptance period that runs until 3 July 2026, with a final regulatory outcome not expected until 2027 regardless of how the tender concludes.

On the capital returns front, the bank is putting forward a generous proposal. The dividend is set to double to €1.10 per share for the 2025 financial year, up from €0.65 for 2024. The payout would be made on 26 May, with the ex-date on 21 May. Additionally, the board is seeking authorisation for a new buyback programme of up to 10% of share capital, building on two completed programmes that have returned roughly €1.5 billion since September 2025.

UniCredit’s offer, meanwhile, is trading at a discount to the market. The bid consists of 0.485 UniCredit shares per Commerzbank share, which valued the target at around €31.07 based on UniCredit’s closing price on 4 May. Against Commerzbank’s then-share price of €34.02, that implied an 8.7% discount. Now the gap has widened: the stock currently changes hands at €36.02 (Wednesday’s level), pushing the implied offer value further below the market. Over twelve months, the shares have surged nearly 38%.

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

This rally has pushed technical indicators into extreme territory. The Relative Strength Index (RSI) stands at 86.1 points, signalling a heavily overbought condition. Whether this triggers profit-taking or reflects sustained conviction in Commerzbank’s stand-alone story remains to be seen.

The bank’s defence rests on its “Momentum 2030” strategy, which targets a return on equity of 21% by the end of the decade. UniCredit, for its part, claims it could deliver 23% under its own plan — but only if the acquisition succeeds. To reinforce its independence, Commerzbank is cutting 3,000 more jobs groupwide and investing roughly €600 million in artificial intelligence. The management has also raised its profit guidance, arguing that the Italian lender’s blueprint is vague and fraught with execution risks.

Political backing for the Frankfurt-based lender is coming from the top. Chancellor Friedrich Merz has labelled UniCredit’s approach as “hostile and aggressive.” Yet Berlin’s legal options are limited. The federal government still holds just over 12% of Commerzbank, but it lacks the formal veto power to block a completed bid. The ECB has already approved UniCredit’s buildup of nearly 30% via direct purchases and derivatives. The next hurdle is the Federal Cartel Office — if that clearance comes through, the government will lose its last regulatory lever.

Commerzbank at a turning point? This analysis reveals what investors need to know now.

For now, the AGM provides a platform for shareholders to cast a symbolic vote of confidence. But with the acceptance window still open and the share price trading well above the offer, the immediate pressure is on UniCredit to either sweeten its terms or risk being left at the altar while Commerzbank repays its owners handsomely.

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