UniCredit's Commerzbank Stake Crosses 40% as Dividend and Regulatory Questions Mount
Published on 07/06/2026 at 19:02 | Redaktion boerse-global.de
Commerzbank investors are bracing for Wednesday’s announcement of the final results from UniCredit’s takeover offer, but the numbers already paint a telling picture. Only about 1% of independent shareholders elected to swap their shares, leaving the Italian lender to assemble a de facto controlling stake through derivatives and financial instruments. Market estimates now place UniCredit’s voting rights at between 42% and 45%, enough to command a majority at the annual meeting even without a formal majority of the share capital.
The low acceptance rate has not deterred UniCredit, but it has exposed a deeper stalemate. Commerzbank management has accused the Milan-based bank of misrepresenting the tender’s true level of support in an effort to artificially boost confidence among remaining shareholders. That dispute intensifies the drama ahead of the July 8 disclosure, when UniCredit will reveal exactly how many shares it controls and how it achieved that position. For now, the bank is likely to claim up to 10 of the 20 supervisory board seats, paving the way for management changes that could reshape Commerzbank’s strategy.
Yet the most pressing concern for ordinary shareholders is the fate of the dividend. Commerzbank had already approved a record payout of €1.10 per share for fiscal 2025, backed by a 100% payout ratio. UniCredit, however, has signalled a sharp shift in priorities. Restructuring costs, IT investments and potential integration expenses could force the bank to slash distributions — or suspend them entirely. In financial circles, talk of a complete dividend freeze has grown louder, especially if UniCredit moves to merge Commerzbank with its German subsidiary HypoVereinsbank or pursues a delisting.
Should investors sell immediately? Or is it worth buying Commerzbank?
Why has UniCredit refrained from declaring a formal takeover despite its clear grip on power? The answer lies in supervisory rules set by the European Central Bank. According to analyst Dieter Hein of fairesearch, a formal consolidation of Commerzbank into UniCredit’s balance sheet would immediately depress the Italian lender’s profitability and dilute its capital ratio. By keeping the stake at just over 40% and avoiding the full consolidation trigger, UniCredit can exert influence without suffering those accounting penalties — a strategy that protects its own shareholders but leaves Commerzbank in a regulatory limbo.
The German government adds another layer of uncertainty. Berlin retains roughly 12% of Commerzbank’s shares and has voiced opposition to a full takeover. Hein expects the state to sell its holdings soon, but an official confirmation remains absent. Any sale of the Bund’s stake could either provide a clean exit for UniCredit or open the door to a competing bid, depending on the price and timing.
The stock market, for its part, appears to be taking the drama in stride. Commerzbank shares changed hands at €38.13 at the latest count, a 0.9% gain from the prior Friday’s close and just 1.85% shy of the 52-week high of €38.85 set on June 19. The 50-day moving average of €36.67 sits about 4% below the current price, while the relative strength index at 60.3 suggests no immediate overbought conditions. Over the past twelve months, the stock has rallied roughly 32%, reflecting broader investor confidence in Commerzbank's standalone prospects.
Analysts expect the final deal to take until at least 2027 to conclude, meaning the uncertainty over the dividend and the nature of UniCredit’s control will persist for months. Wednesday’s number dump will clarify the ownership structure, but it will not resolve the fundamental tension: UniCredit holds the cards, yet it cannot play them fully without alienating its own investors or drawing the ECB into the fray. For Commerzbank shareholders, that means the next chapter will be written not in a single announcement, but in a long, contested process.
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