Commerzbank’s Defensive Fortifications Face a May Assault as Regulator Enters the Fray
Published on 04/28/2026 at 07:31 | Redaktion boerse-global.de
Commerzbank shareholders are bracing for a pivotal few weeks as the German lender’s management prepares to defend its independence against a hostile approach from Italy’s UniCredit. The battle lines have hardened, with regulators now stepping in to curb what they see as aggressive tactics from the Milan-based suitor.
Germany’s financial watchdog, BaFin, on Monday ordered UniCredit to pull what it deemed “unsachliche” — or improper — advertisements that directly attacked Commerzbank’s strategy. The intervention marks a significant escalation in the takeover tussle, temporarily easing the pressure on the Frankfurt-based lender’s board. The market welcomed the news, with Commerzbank shares climbing 2.39 percent to close at €34.75.
That share price, however, masks a more complex picture. Over the past twelve months, the stock has surged nearly 50 percent, but technical indicators now flash warning signs. The relative strength index hit 79.3 on Monday, pushing deep into overbought territory after a multi-day losing streak gave way to a sharp rebound.
A Dividend and Buyback Blitz
The immediate focus for investors is the upcoming annual general meeting in Wiesbaden. The record date falls on April 28, meaning shareholders must hold their positions by then to vote. On the agenda is a proposed dividend of €1.10 per share, representing roughly €1.2 billion from 2025 retained earnings. Management is also seeking approval for a new share buyback authorization of up to 10 percent of share capital.
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When combined with buyback programs completed through March, total shareholder returns for the past financial year would reach approximately €2.7 billion. The board is positioning this generous capital return as a key argument against a takeover, insisting there is currently no basis for a negotiated transaction with UniCredit.
Bank of America analysts see further upside. The US investment bank upgraded Commerzbank from “Neutral” to “Buy” on Monday, setting a price target of €42. Analyst Tarik El Mejjad forecasts annual earnings growth of more than 20 percent over five years, driven in part by planned capital distributions. He expects payouts to slightly exceed earnings over the next two years, potentially returning nearly a third of the current market capitalization within three years.
The May Calendar Fills Up
The coming weeks offer a dense schedule of events that will shape the outcome. On May 4, UniCredit holds an extraordinary general meeting to approve a planned capital increase. The following day, May 5, is widely expected to see the formal launch of a public takeover offer for Commerzbank.
Then comes the critical date of May 8, when Commerzbank releases its first-quarter 2026 results alongside an updated strategic roadmap through 2030. Management is expected to raise its financial targets for the current year, with analysts at Bank of America anticipating a plan that underscores the logic of going it alone. The market is already pricing in strong operational performance: 18 analysts on average forecast net profit of €3.3 billion for 2026, a jump of roughly 44 percent from the trailing twelve months.
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The Commerzbank AGM follows on May 20, where the dividend and buyback proposals will be put to a vote. The ex-dividend date is set for May 21, with payments reaching shareholder accounts five days later on May 26.
UniCredit currently holds just under 30 percent of Commerzbank’s shares, a stake that gives it significant influence but not outright control. The Italian lender’s next move — whether to push forward with a full bid or seek a negotiated settlement — will depend heavily on how Commerzbank’s defense holds up in the weeks ahead. For now, the German bank’s management has bought itself some breathing room, but the real test comes in May.
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