Merz Unlocks the Door as Commerzbank's Independence Fight Enters a New Phase
Published on 07/23/2026 at 09:10 | Redaktion boerse-global.de
The political wall that long shielded Commerzbank from UniCredit's advances has crumbled. Chancellor Friedrich Merz has signaled that Berlin will no longer stand in the way of a merger with the Italian lender, telling the Frankfurter Allgemeine Zeitung: "We are not preventing this merger." The shift removes what analysts had considered the single biggest obstacle to UniCredit's ambitions, injecting fresh uncertainty into a takeover battle that has kept the stock hovering just below its 52-week high.
Shares closed Wednesday at €38.30, up 1.73 percent on the day and now just 2.25 percent shy of the €39.18 peak touched in mid-July. Over the past twelve months, the stock has climbed 29.35 percent — a rally driven almost entirely by the takeover drama rather than operational performance alone.
UniCredit's Grip Tightens, But Control Remains Elusive
UniCredit's position has grown formidable. After the additional acceptance period for its tender offer closed on July 3, 2026, shareholders tendered another 17.6 percent of Commerzbank shares. Combined with its existing stake, the Italian bank now controls 47.5 percent of the capital — and 49.65 percent of voting rights at the annual general meeting.
Yet those voting rights are not guaranteed. Regulators must still approve the transfer of the newly tendered shares, and for a full merger CEO Andrea Orcel needs 75 percent of votes — a threshold that remains firmly out of reach even with the expanded stake. Commerzbank itself has noted that institutional and retail investors tendered less than 2 percent of their shares, with the bulk of acceptances coming from banks and parties connected to UniCredit.
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The situation has also drawn attention to a broader governance question. A study by the SAFE research institute, cited by the FAZ, argues that the legal control threshold of 30 percent under Germany's securities acquisition and takeover act is too low. Author Bero Gebhard found that a 30 percent stake secured a majority at DAX and MDAX shareholder meetings only about a third of the time between 2023 and 2025, given average attendance of 71 percent. He recommends raising the threshold to 33 percent — though for Commerzbank specifically, UniCredit's near-48 percent holding has rendered that debate largely academic.
A Boardroom Exit and a Weakened Hand
The political thaw comes alongside a significant departure. Harald Christ, one of two federal government representatives on Commerzbank's supervisory board since 2023, will not stand for re-election at the next annual meeting. He informed board chairman Jens Weidmann, the finance ministry, and the financial agency of his decision, which the Handelsblatt linked to the ongoing takeover battle. Berlin must now find a replacement at precisely the moment UniCredit is poised to command a voting majority at the shareholder meeting — a dynamic that could reshape the board's composition.
Commerzbank CEO Bettina Orlopp has not softened her stance. In a CNBC interview, she vowed to fight for shareholders and demanded that UniCredit pay a premium on its offered price, while criticizing the Italian bank's lack of clarity on how it would integrate Commerzbank with HypoVereinsbank. But with Berlin's political cover evaporating, her negotiating leverage has visibly diminished — even as she continues to publicly champion independence and a higher bid.
The Numbers Beneath the Noise
Away from the takeover theater, Commerzbank's standalone story remains credible. The stock trades above all key moving averages, signaling an intact uptrend. Since launching its "Momentum" strategy in February 2025, the share price has doubled. Fiscal 2025 was a record year in the bank's 156-year history, and management has reaffirmed its 2026 outlook while sticking to ambitious 2030 targets. The bank also won top honors at the 2026 FINANCE Awards for German corporate banking, mid-sized business banking, and service quality.
The bear case, however, is not hard to construct. Before the offer, UniCredit already held 26.77 percent of Commerzbank shares. With the new acceptances, its direct stake rises to roughly 44 percent, and call options give it access to more than three additional percentage points. That position could allow UniCredit to dominate the 2027 annual meeting, where ten of the twenty supervisory board seats representing capital side are up for election.
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Commerzbank has also flagged a suspicious spike in securities lending activity in its shares, which it associates with acceptance behavior by banks close to UniCredit. Orlopp has warned of a "Hängepartie" — a prolonged stalemate lasting months or years — that could weigh on the valuation even if the underlying business stays solid.
What Comes Next
If UniCredit remains stuck below the 75 percent threshold, Commerzbank is likely to continue on its independent course, with the technical uptrend pointing toward the year's high of €39.18 as the next logical target. But if the ECB or competition authorities unexpectedly fast-track approval of the tendered voting rights, uncertainty over the bank's future would spike — a scenario that would almost certainly show up in the volatility reading, currently at 24.37 percent on a 30-day basis.
The next concrete test comes in early August, when Commerzbank reports second-quarter results. Those numbers will need to demonstrate that the upgraded profit forecast is more than a negotiating tactic. For now, the stock sits in a strange equilibrium — close to its highs, backed by record earnings, yet hostage to a political about-face that has suddenly made the unthinkable look possible.
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