Commerzbank Delivers Record Payout as UniCredit’s Lowball Bid Attracts Just 0.02% of Shareholders
Published on 05/28/2026 at 06:04 | Redaktion boerse-global.de
Commerzbank shareholders have had little reason to look elsewhere. This week’s dividend payout of €1.10 per share completes the bank’s largest-ever capital return, with roughly €2.7 billion flowing back to owners. The annual general meeting in Wiesbaden on May 20 approved the proposal with 99.88% support, and the cash landed in accounts on May 26. Around €1.2 billion came as a straight cash dividend, supplemented by €1.5 billion in share buybacks — pushing the total payout ratio to 100% of net profit for 2025, after restructuring costs and AT-1 coupon payments.
The overwhelming approval stands in stark contrast to the reception of UniCredit’s hostile takeover offer. Barely 0.02% of Commerzbank shares have been tendered so far, a clear signal that the market sees the Italian lender’s proposal as unattractive. UniCredit is offering 0.485 of its own stock for each Commerzbank share, which equated to a value of €34.56 on May 15 — well below that day’s closing price of €36.48. Independent analysts peg the fair value of Commerzbank equity at a median of €41.50, leaving a wide gap that management is exploiting to press its case for independence.
After examining the offer document submitted on May 5, both the board and the supervisory board issued a blunt recommendation: do not accept. They argue that UniCredit has offered no meaningful premium and failed to present a credible strategic plan. Instead, the bank is betting on its own "Momentum 2030" strategy, which targets a return on equity of 21% by the end of the decade. Investment plans include €600 million in artificial intelligence and the elimination of 3,000 additional full-time positions. The strategy already has operational momentum: first-quarter operating profit rose 11% to €1.4 billion, while net profit climbed 9% to €913 million.
Should investors sell immediately? Or is it worth buying Commerzbank?
Chief executive Bettina Orlopp has won strong backing from shareholders, who granted discharge to the board and supervisory board by large majorities. New authorisations for future buybacks of up to 10% of share capital were also approved with more than 96% in favour, subject to regulatory clearance. The management is set to discuss second-quarter developments at an investor conference in Zurich on June 4, with full half-year results due on August 6.
On the political front, the federal government retains a stake of just over 12% in Commerzbank. Chancellor Friedrich Merz has described UniCredit’s tactics as "hostile and aggressive", but the government has refrained from any active intervention and has not increased its holding. The decision rests entirely with the bank’s owners.
Trading in Commerzbank shares has been resilient. After adjusting for the dividend deduction on May 21, the stock stabilised at around €36.80 — just shy of its 52-week high of €37.75 and comfortably above its 50-, 100- and 200-day moving averages. The relative strength index has climbed to 79.6, signalling an overbought condition, but analyst price targets frequently exceed €40, underpinned by expectations of at least €3.4 billion in net profit for 2026.
The extended acceptance period for UniCredit’s offer is expected to run until July 3. Insiders indicate that the Milan-based lender currently has no plans to improve its terms. Should that hard line persist, the bid is likely to founder on the price gap. Meanwhile, a lingering controversy from the annual meeting added a twist: former chief executive Manfred Knof had his variable compensation for 2024 cut by 30% after an unannounced meeting with UniCredit chief Andrea Orcel was deemed a breach of duty. Supervisory board chairman Jens Weidmann confirmed the finding, though Knof maintains that Orcel showed up without notice and that no proprietary information was exchanged. The board has signalled it remains open to a deal — but only with a proper premium and a plan that builds on Commerzbank’s existing strengths. Until then, Frankfurt’s answer is a firm no.
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