Berlin Draws Red Lines as UniCredit's Commerzbank Stake Crosses 44% and Jefferies Holds Near Ten Percent
Published on 07/18/2026 at 08:03 | Redaktion boerse-global.de
UniCredit’s creeping control of Commerzbank has reached a new threshold, with the Italian lender now controlling 44.4% of the German bank’s shares. After a tender offer that closed on July 3, 2026, a further 17.6% of Commerzbank stock was tendered to UniCredit, adding to its existing holdings. Including call options, the total could rise to as much as 47.59%, though the transfer of voting rights remains subject to regulatory approval.
Facing that reality, Berlin has started to shift its stance. While the government has previously ruled out selling its own stake — and in June rejected UniCredit’s price as too low — it is now preparing to enter formal talks with the Milan-based group. German chancellor Friedrich Merz has already indicated his administration will not block a merger, a notable departure from the earlier policy of defending Commerzbank’s independence. Instead, the Bund is drawing up a set of conditions it wants to see in any deal: preserving the German lender’s Mittelstand (small and medium-sized business) lending operations, safeguarding the Frankfurt headquarters, and ensuring the bank retains a distinct equity listing.
Commerzbank’s management, however, remains opposed. It has consistently called the UniCredit offer inadequate and urged shareholders not to tender. To bolster its independent case, the bank has raised its financial targets. Net profit for 2026 is now expected to reach at least €3.4 billion, up from the previous forecast of €3.2 billion. And for the 2026–2028 period, Commerzbank plans to return almost all of its earnings to shareholders through dividends and share buybacks — an aggressive payout strategy designed to win over investors.
The market has reacted warily to the mounting uncertainty. Commerzbank shares fell 3.25% on a recent Friday to close at €36.66, putting them 6.43% below the 52-week high of €39.18 set in mid-July. In subsequent trading, the stock slipped another 2.93% to €36.71. Despite the short-term pressure, the shares remain up roughly 29% over the past year.
Should investors sell immediately? Or is it worth buying Commerzbank?
On the shareholder register, another key player has adjusted its position. Jefferies Financial Group now holds 9.98% of Commerzbank, according to a voting rights notification dated July 16. The holding is split between 2.50% in directly held shares and 7.48% via instruments. That level is just below the 10.02% stake Jefferies held shortly before, after a climb from 9.91%. The fluctuating position around the 10% threshold suggests institutional investors are actively calibrating their exposure to the takeover drama.
The broader regulatory backdrop may also be shifting in UniCredit’s favor. The European Commission plans to strengthen the competitiveness of EU banks by easing cross-border deals, cutting red tape, and reforming deposit insurance. Legislative proposals are expected in early 2027, and the Commission has flagged that capital requirements and reporting obligations could be loosened to facilitate bank mergers — with draft rules due in the first quarter of next year. The German Bundesbank has warned of the risks involved.
Additional support for a pan-European tie-up has come from Rome. Ignazio Visco, honorary governor of the Bank of Italy, has explicitly cited the UniCredit-Commerzbank combination as an example of the kind of European banking champion the bloc needs. He also urged progress on a joint EU debt framework and a fully fledged banking union, arguing that the current geopolitical instability—particularly the crisis in the Strait of Hormuz — makes such integration more urgent.
Commerzbank at a turning point? This analysis reveals what investors need to know now.
With UniCredit now controlling nearly half the shares, Berlin negotiating conditions rather than blocking outright, and Commerzbank doubling down on its own strategy, the coming weeks are likely to determine whether the German bank’s independence is sustainable — or whether Italy’s biggest lender finally wins the prize it has pursued for two years.
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