Commerzbank’s Record Dividend Becomes a Shield as UniCredit Nears Control Without Taking the Reins
Published on 07/06/2026 at 12:13 | Redaktion boerse-global.de
Commerzbank is deploying its full financial arsenal – a record dividend, accelerated share buybacks and a raised profit target – to convince shareholders its standalone path is more valuable than UniCredit’s takeover bid. The strategy lands in the final stretch of the Italian lender’s extended tender offer, which runs through July?3, with the final acceptance tally due July?8.
The annual general meeting on May?20 approved a dividend of €1.10 per share for 2025, a 69% jump from the prior year’s €0.65. Combined with two completed buyback programmes totalling roughly €1.5?billion, the bank is returning about €2.7?billion to owners – effectively all of last year’s net profit after stripping out restructuring costs and AT1 coupons. Shareholders also authorised additional repurchases of up to 10% of capital, though those require approval from the ECB and Germany’s finance agency.
That payout firework forms the centrepiece of a defence narrative built around the “Momentum 2030” plan and a commitment to a 100% payout ratio – at least until the hard-core equity tier?1 ratio falls to 13.5%. Management raised its 2026 net profit forecast to at least €3.4?billion in May after a strong first quarter, dangling the prospect of even bigger returns.
The Italian elephant in the room
UniCredit’s response has been muted – at least in public. The Milan-based lender now holds more than 40% of Commerzbank’s shares, but it has stopped short of a formal takeover that would force it to fully consolidate the German bank. Analyst Dieter Hein at fairesearch pins the hesitation on ECB rules: full consolidation would immediately depress UniCredit’s profitability and capital ratios, a move that would rattle its own shareholders.
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Instead, a war of words has broken out over the true acceptance rate of the tender offer. Commerzbank accuses UniCredit of inflating the number of shares tendered to create artificial momentum among independent investors. The Italian group will lay its cards on the table on July?8, when it publishes the definitive outcome.
A wild card in Berlin
Adding another layer of uncertainty, the German state still holds about 12% of Commerzbank’s equity. Hein expects the government to sell that stake before long, with no resistance from the economy ministry. Berlin has not confirmed any timeline, but any block trade could shift the power dynamic overnight.
The stock has largely shrugged off the drama, trading at €37.75 on the day of the dividend announcement and slipping marginally to €37.55 this Monday – still within striking distance of its 52-week high of €38.85. The annual gain stands at around 32%. Technically, the shares sit comfortably above their 50-, 100- and 200-day moving averages, with a relative strength index of 56.9 and 30-day volatility near 20%, suggesting markets are pricing in a stalemate rather than a sudden victory for either side.
Commerzbank at a turning point? This analysis reveals what investors need to know now.
The decisive moment comes next Wednesday. If few shareholders have tendered, Commerzbank’s board and supervisory board – who have consistently urged rejection of what they call an inadequate premium – will claim vindication. A higher-than-expected tally, however, would leave the Italian bank with a majority it cannot yet use.
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