UniCredit Gains Voting Leverage at Commerzbank Despite Tepid Tender Response
Published on 07/05/2026 at 13:46 | Redaktion boerse-global.de
A curious dynamic is playing out in the battle for Commerzbank. While fewer than one per cent of free-float holders have accepted UniCredit’s all-share exchange offer, the Italian lender has quietly amassed a stake large enough to tilt voting power decisively in its favour. The paradox stems from a combination of direct market purchases and derivative positions, leaving the German bank’s independent strategy hanging by a thread.
UniCredit now controls roughly 42.5 per cent of Commerzbank’s equity, options included. That threshold becomes critical on a shareholder vote: unless attendance on the day is unusually high, UniCredit can effectively command a majority. The Bundesregierung, which still owns about 12 per cent and opposes the takeover, is no longer in a position to block that arithmetic. Yet the Italians have so far stopped short of crossing the 50 per cent line.
The reason lies in Frankfurt’s supervisory corridors. According to analyst Dieter Hein of fairesearch, the European Central Bank could compel UniCredit to fully consolidate Commerzbank if it takes majority control. That would hammer the Italian group’s capital buffers, dragging down both its equity ratio and return metrics – a prospect that spooks investors. So for now, UniCredit prefers to park the shares off its balance sheet, buying time while keeping the pressure on.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank’s management, led by chief executive Bettina Orlopp, is pushing back with the “Momentum 2030” strategy, targeting a net return on tangible equity of roughly 21 per cent by the end of the decade. The board has repeatedly advised shareholders against tendering into UniCredit’s offer, which swaps one Commerzbank share for 0.485 UniCredit shares with no cash component. At current market prices, that trade leaves holders worse off than a plain sale on the exchange.
The stock itself has held up well despite the uncertainty. Commerzbank shares closed Friday at €37.79, down a marginal 0.16 per cent on the day, but up 34.48 per cent over the past twelve months and 3.51 per cent since the start of the year. The price sits just shy of its 52-week high of €38.85, touched on June 19, with technical support from the 50-day moving average at €36.59. Analysts see further upside: the median price target stands at €41.07, with the most optimistic forecasts reaching €45.00.
Attention now turns to July 8, when UniCredit publishes the final results of the extended acceptance period. Should the uptake remain negligible – as widely expected – the spotlight will shift back to Commerzbank’s standalone performance. The next major milestone comes on August 6, when the bank releases its second-quarter earnings. Meanwhile, Berlin is widely seen as likely to sell its residual stake; fairesearch’s Hein expects no veto from the economics ministry, clearing one potential obstacle for UniCredit down the road. For now, the Italian group holds the cards without having to show its full hand.
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