Italian banking group UniCredit has launched a EU€35 billion (A$56.95 billion) bid to increase its stake in Germany’s Commerzbank above 30%, paving the way for takeover talks despite strong opposition from the German government.
UniCredit currently holds a 26% stake in Commerzbank, with an additional 4% held by total return swaps. Shareholders with a stake higher than 30% are required to make a takeover bid under German law.
“The offer is designed to overcome the 30% cliff-edge that exists under German takeover law and foster constructive engagement with Commerzbank and its stakeholders in the coming weeks,” said UniCredit. “It is expected that UniCredit will achieve a stake in Commerzbank in excess of 30% without reaching control.”
A voluntary exchange offer will be formally launched at the beginning of May, UniCredit said, with an offer period of 4 weeks. If the offer is approved, it will be completed by the first half of 2027.
Germany’s government, which owns a 12.5% stake in Commerzbank, has strongly opposed UniCredit’s attempts to increase its stake.
“The federal government's position is very clear: From our perspective, a hostile takeover would be unacceptable,” a government spokesperson said this week. Germany’s government does not have direct regulatory authority over the bid, which would instead be regulated by its Federal Cartel Office and the European Central Bank.
Commerzbank CEO Bettina Orlopp has also said the bank opposes a UniCredit takeover. “Our expectation is clearly that they act as an investor and nothing else,” Orlopp said in August, as UniCredit is a direct competitor in the German market.
Commerzbank reported record operating income and a 10% increase in revenue across 2025.
UniCredit (BIT: UCG) shares closed 0.5% higher at €63.84, while Commerzbank (FRA: CBK) shares climbed 9.2% to €32.44. UniCredit’s market capitalisation is €97.35 billion and Commerzbank’s is €36.42 billion.
