Commerzbank Shareholders Deliver a Near-Unanimous Rebuff to UniCredit’s Bid
Published on 05/28/2026 at 04:34 | Redaktion boerse-global.de
The annual general meeting’s 99.88% approval of a €1.10 per share dividend was a loud statement of confidence in Commerzbank’s standalone strategy – and a pointed rebuttal of UniCredit’s hostile takeover offer. Two days after the payout went through, the German lender finds itself flush with cash and backed by investors, while the Italian suitor has barely scratched the surface of shareholder support.
Only 0.02% of Commerzbank shares had been tendered into UniCredit’s exchange offer as of the first interim notification on May 19. The Italians are offering 0.485 of their own shares for each Commerzbank share, a deal that at the May 15 reference price was worth roughly €34.56 – well below the then-closing price of €36.48 and even further from the current market level around €36.70. Independent analysts peg the median fair value at €41.50, firmly backing management’s call to reject the bid.
The offer period is expected to run until July 3, with weekly updates and daily reports in the final week. UniCredit has not signaled any intention to sweeten the terms, and without a price improvement, the gap looks prohibitive. Both Commerzbank’s board and supervisory board have urged shareholders to hold off, arguing that the standalone “Momentum 2030” plan delivers more value than a transaction that lacks a credible strategic blueprint.
That plan is already producing results. First-quarter 2026 operating profit rose 11% to €1.4bn, net income climbed 9% to €913m, and net interest income held steady at €2bn despite falling benchmark rates. On that momentum, the bank lifted its full-year net income target to at least €3.4bn. The longer-term roadmap aims for a return on tangible equity of 21% and a cost-income ratio of 43% by 2030 – down from the current 53% – underpinned by €600m in artificial intelligence investments and an additional 3,000 job cuts.
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The annual meeting also approved fresh authority for share buybacks of up to 10% of share capital, subject to ECB and German finance agency approval. That comes on top of two completed buyback programmes totaling about €1.5bn and the €1.2bn dividend, meaning Commerzbank is returning exactly 100% of its net profit before restructuring costs and after AT-1 coupon payments – roughly €2.7bn in total.
Behind the scenes, a governance issue has added tension. Commerzbank’s supervisory board, led by Jens Weidmann, docked former CEO Manfred Knof 30% of his variable compensation for 2024 over an undisclosed meeting with UniCredit chief Andrea Orcel. Weidmann confirmed that an independent investigation found a breach of duty, though Knof maintains the encounter was unannounced and yielded no material insights.
The political dimension remains ambiguous. The German federal government still holds just over 12% of Commerzbank. Chancellor Friedrich Merz has described UniCredit’s tactics as “hostile and aggressive”, but Berlin has not taken active counter-measures or increased its stake. The outcome now rests entirely with shareholders.
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On the charts, the stock is trading near its 52-week high of €37.75, up roughly 38% year-to-date. The relative strength index has moved into overbought territory – around 71 according to one reading and as high as 79.6 on another – suggesting the rally may be getting stretched in the near term. The market’s message to UniCredit, however, could not be clearer: the price of independence still looks like a bargain.
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