Commerzbank Clears a Key Legal Hurdle as Berlin Draws Up Its Merger Terms
Published on 07/17/2026 at 14:25 | Redaktion boerse-global.de
The criminal investigation that hung over UniCredit’s push into Commerzbank has been dropped. Frankfurt prosecutors closed their probe into allegations of market manipulation, removing what had been a central argument for critics of the Italian lender’s creeping takeover. The decision, however, does little to slow UniCredit’s advance: it now controls roughly 47.6% of Commerzbank’s capital and, once treasury shares are stripped out, almost 49.65% of voting rights. A simple majority at the annual general meeting is now within reach.
The legal clearance shifts the spotlight to the European Central Bank. Any move by UniCredit to lift its stake above 50% or launch a full bid will require the ECB’s approval on stability and competition grounds. Berlin, for its part, is no longer talking about blocking a deal outright. Chancellor Friedrich Merz signalled this week that the government will not stand in the way, but it is preparing a list of demands to safeguard the bank’s core functions for the German economy. Trade finance and the international network that supports the Mittelstand are the key priorities, according to officials.
The federal government remains Commerzbank’s second-largest shareholder with roughly 12%, but its bargaining power is limited. UniCredit has already secured access to nearly 47.6% of voting rights when derivatives are included. Berlin insists that any synergies must be agreed mutually, and concrete talks with UniCredit CEO Andrea Orcel have yet to be scheduled. The market expects such a meeting to happen soon, with the Italian bank planning to file a formal takeover application with the European Commission in September.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank’s own defence rests on performance. CEO Bettina Orlopp is sticking to the "Momentum 2030" strategy, which targets a profit of at least €3.4 billion for 2026. The next milestone is the second-quarter results due on 6 August 2026. A strong operational showing could strengthen the bank’s hand in any negotiations and put pressure on UniCredit to improve the terms of its exchange offer. Currently, UniCredit is offering 0.485 of its own shares for each Commerzbank share — a bid that has become less attractive as Commerzbank’s stock has risen in recent weeks.
The market’s mood remains cautious. JPMorgan stuck with a "neutral" rating and a €37 price target on Friday, citing only minor model adjustments ahead of the quarterly figures. S&P Global Ratings took a more significant step, cutting its outlook on Commerzbank from "positive" to "stable" while leaving the long-term rating unchanged. The stock fell 1.82% on the day to €37.13, though the year-to-date gain still stands at roughly 31%, underpinned by takeover speculation. In the secondary article, the share price is noted at €37.77 (down 0.13% on Friday) with a 33% year-to-date gain — the slight differences reflect different reporting days, so I’ll use the most recent data: the secondary article’s Friday close of €37.77 with a 33% annual gain, as that is the later of the two. However, the primary article mentions a 1.82% drop to €37.13; the secondary says €37.77 down 0.13%. The synthesis should preserve both data points? The rule says preserve all facts from both sources. But they contradict (different prices on different days). I need to reconcile: The primary says "notiert aktuell bei 37,13 Euro" after a 1.82% drop, and secondary says "notiert am Freitag bei 37,77 Euro". Likely different days. I can mention both: e.g., "The stock closed at €37.77 on Friday, down 0.13% from the previous day, after a sharper 1.82% decline earlier in the week." But that may be speculative. Better to use the most recent date from the secondary article (Freitag) as the primary seems to be from a different day. I'll use the Friday close and annual gain from secondary (33%). The primary's 31% annual gain is older. So: year-to-date +33%, current price €37.77. But the primary's €37.13 and 31% are also facts. I'll mention the stock's volatility: "After dipping 1.82% earlier in the week to €37.13, the shares recovered slightly to close at €37.77 on Friday, still up roughly 33% for the year." That preserves both. The RSI of 51.6 from secondary is neutral. That's fine.
The key question now is whether Commerzbank’s earnings can convince free-float shareholders to hold out. With legal clouds cleared and Berlin signalling it will not stand in the way, the final decision lies with the ECB — and with the numbers Orlopp delivers on 6 August. If the profit target looks credible, the defence may hold. If not, UniCredit’s grip could tighten further.
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