Commerzbank Takeover Nears a Tipping Point as Legal Case Collapses and Berlin Begins to Bargain
Published on 07/17/2026 at 16:06 | Redaktion boerse-global.de
The criminal investigation that had shadowed UniCredit’s encroachment on Commerzbank has been shelved by Frankfurt prosecutors, stripping takeover opponents of a key talking point just as the German government starts sketching out its terms for potential negotiations. The twin developments push the drawn-out saga into a more decisive phase.
Shares in Commerzbank closed at €37.77 on Friday, down a marginal 0.1% on the day after recovering from an earlier slide of more than 3% to €36.65 that was triggered by news of Berlin’s preparations. The stock is still up 33% year to date, with its relative strength index at a neutral 51.6.
UniCredit now controls 47.59% of Commerzbank’s capital after its tender offer from early May to 3 July attracted 17.6% of shares, lifting the Italian group from a previous 26.77% stake. An additional 3.22% in derivative instruments can be converted into equity. Once Commerzbank’s own treasury shares—which carry no voting rights—are taken into account, UniCredit’s voting power rises to nearly 49.65%, leaving it a whisker away from an outright majority on the shareholder register.
Commerzbank’s management has been quick to push back on the significance of those figures. It argues that fewer than 2% of the tendered shares came from institutional or retail investors, with the vast majority sourced from banks and parties connected to UniCredit—a sign, in its view, of weak independent demand for the bid.
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Berlin’s core demands, meanwhile, are hardening. Chancellor Friedrich Merz said on Wednesday that the government would not block a merger, though he took issue with how UniCredit CEO Andrea Orcel has conducted the campaign. Europe needs large, competitive banks, Merz added. The government is preparing to insist that Commerzbank retain its role as a financing partner for Germany’s Mittelstand, keep its international trade finance network, and maintain an independent stock market listing and headquarters in Frankfurt.
Commerzbank itself has signalled a willingness to engage, but only under a consensual framework that includes management, employees and the state. Chief executive Bettina Orlopp continues to push the bank’s “Momentum 2030” strategy, which targets an annual profit of at least €3.4 billion by 2026.
With the criminal probe out of the way, attention now turns to the European Central Bank, which must approve any increase beyond 50% ownership. The ECB will examine the stability of a combined entity and the competitive consequences. The German government, which still holds roughly 12% of Commerzbank, retains leverage as both a shareholder and a political gatekeeper.
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UniCredit’s offer of 0.485 of its own shares for each Commerzbank share has become less attractive as the target’s stock has climbed. No formal talks have begun, but the groundwork being laid in Berlin suggests that a political and regulatory reckoning is unlikely to wait much longer.
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