Commerzbank Takeover: Berlin Sets Conditions as UniCredit Tightens Grip and Last Legal Cloud Lifts
Published on 07/17/2026 at 12:54 | Redaktion boerse-global.de
Berlin is drawing up a formal list of demands as UniCredit closes in on a majority stake in Commerzbank, while a market-manipulation probe that had hung over the Italian lender’s campaign has been dropped. The twin developments sharpen the focus on the regulatory and political hurdles that remain before any full takeover can proceed.
Frankfurt prosecutors have discontinued their investigation into UniCredit over alleged market manipulation, removing a key argument used by critics of the takeover. That leaves the European Central Bank as the primary gatekeeper: the ECB must approve any move by UniCredit to push its holding above 50% or launch a formal buyout. The central bank will examine the combined group’s stability and the impact on competition, marking the next major milestone in the battle for Germany’s third-largest listed lender.
UniCredit already controls a de facto majority on voting matters. Through its direct stake of 26.77%, call options covering 3.22% of shares, and the 17.60% tendered during the acceptance period that ended July 3, the Italian bank holds roughly 47.6% of Commerzbank’s capital. After stripping out the bank’s own non-voting treasury shares, that translates into nearly 49.65% of voting rights. The formal majority is now just a small step away, though an official takeover application to the European Commission is not expected before September.
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The German government, which still holds about 12% of Commerzbank and is the second-largest shareholder, is preparing to protect national interests. According to sources cited by Bloomberg, Berlin is drafting key demands focused on preserving financing for the country’s mid-sized corporate sector — the Mittelstand — and safeguarding jobs at the bank’s Frankfurt headquarters. Chancellor Friedrich Merz has signalled that the government will not actively block a merger as long as those conditions are met, giving UniCredit a clearer path than was assumed months ago.
Commerzbank shares closed at €37.77 on Friday, down a marginal 0.13% on the day but still up about 33% over the past twelve months. The stock remains within striking distance of its 52-week high of €39.18, set on July 14. The relative strength index stands at 51.6, in neutral territory, suggesting the market is waiting for concrete regulatory and political signals rather than pushing the price significantly higher or lower. JPMorgan analyst Kian Abouhossein retains a “Neutral” rating and a €37 price target, seeing limited scope for earnings-per-share revisions through 2028.
Management under CEO Bettina Orlopp continues to execute its “Momentum 2030” strategy, targeting a group profit of at least €3.4 billion for 2026. That figure becomes critical for convincing the remaining free-float shareholders to reject UniCredit’s exchange offer of 0.485 of its own shares for each Commerzbank share. With Commerzbank’s stock having risen since the bid was tabled, the offer is now mathematically less attractive than it was at launch.
The next concrete date on the calendar is August 6, when Commerzbank reports second-quarter earnings. Until then, attention will shift between Berlin’s evolving condition catalogue and the ECB’s preliminary review. The legal case is closed, the political door is ajar, and UniCredit is now waiting for the regulatory green light that could seal the deal.
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