Commerzbank's Autumn Pivot: Record Earnings Meet a Softened Stance on UniCredit
Published on 09/03/2026 at 14:21 | Editorial boerse-global.de
The mood inside Commerzbank's Frankfurt headquarters has shifted decisively. After months of resistance to UniCredit's advances, the German lender has effectively conceded that the Italian giant's pursuit will succeed — a change of heart that has pushed the share price to within striking distance of its 52-week high.
Vice chairman Michael Kotzbauer acknowledged in the bank's internal newsroom that the takeover battle has been lost, though he maintained the bank had fought well. The about-face follows an extended period of defiance, during which the board initially dismissed UniCredit's approach as undervaluing the franchise. Chief executive Bettina Orlopp has now signalled internally that she is open to engagement with Milan, a marked departure from earlier positioning.
A Regulatory Path Clearing
The mechanics of the deal are falling into place. UniCredit already controls just under 48 percent of voting rights, supplemented by a further 11 percent held through financial instruments. The German state retains a stake of roughly 13 percent — the primary article puts the figure at 12.7 percent — meaning UniCredit could mathematically push past the 60 percent threshold should Berlin eventually sell down its remaining holding.
The European Central Bank appears to be leaning toward approval, according to an internal document already submitted to its Supervisory Board. Germany's BaFin classified UniCredit's application for a majority stake as complete at the end of July and forwarded it to Frankfurt's banking supervisor. Market observers anticipate an ECB decision this autumn, with additional clearances still required from EU competition authorities and the US Federal Reserve. Notably, 17.6 percent of Commerzbank shares had already been tendered by the early July deadline.
Orlopp, whose contract runs through 2029, confirmed ongoing discussions with UniCredit at Tuesday's banking summit in Frankfurt, describing a constructive strategy focused on value maximisation while cautioning against mishandling the situation.
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Record Operations Beneath the Takeover Drama
The bid battle has overshadowed what is otherwise a stellar operational performance. First-half revenue rose 7 percent to EUR 6.5 billion, while net profit jumped 40 percent to EUR 1.8 billion. The second quarter delivered an operating profit of EUR 1.367 billion — the best quarterly result in the bank's history — with a cost-income ratio of 51 percent excluding mandatory contributions. Return on equity reached 12.6 percent, already exceeding the full-year target.
Management has confirmed guidance for roughly EUR 13.2 billion in full-year revenue, net profit of at least EUR 3.4 billion, and a hard core capital ratio above 14 percent. A capital return of EUR 3.2 billion is planned, with at least half earmarked for dividends. An additional buyback tranche of up to EUR 1.2 billion, already approved by the ECB, is slated to begin in the third quarter once the German Finance Agency and the board give their consent.
A Sector Under Pressure
The broader German banking landscape remains challenging. BearingPoint research paints a contradictory picture: institutions are as stable as ever with improved CET1 ratios, yet problem loans surged 87 percent between 2019 and 2025. German banks also lag European peers on profitability, posting an 8.6 percent return on equity against a European average of 10.4 percent, while carrying a higher cost ratio of 54.8 percent versus 52.7 percent.
The interest rate environment adds further headwinds. Yields on ten-year German bunds climbed Thursday to a 15-year high of 3.35 percent, with an ECB rate hike in September now seen as near-certain. These pressures partly explain why Commerzbank's share price gains — 14 percent since the start of the year and 28 percent over twelve months, with the stock trading at EUR 40.99 on Thursday, just 0.3 percent below its 52-week high of EUR 41.11 — have been driven more by takeover speculation than by the bank's operational strength.
UniCredit's Broader Ambitions
The Italian lender is not resting on its Commerzbank laurels. Reports from Milano Finanza suggest UniCredit is exploring acquisitions of Banca del Mezzogiorno and CariOrvieto on its home turf. The former posted a 2025 profit of EUR 31.83 million across roughly 220 branches and is valued at around EUR 600 million; CariOrvieto, with approximately 40 branches and nearly EUR 11 million in profit, carries a price tag above EUR 100 million. Bids are expected by the end of September, with Credem and Crédit Agricole among the named competitors.
UniCredit is also accelerating its exit from Russia, with a partial sale to an investor from the United Arab Emirates targeted for completion by the first half of 2027.
Legal Baggage and Boardroom Changes
Complicating the narrative are lingering legal issues. Frankfurt's public prosecutor has indicted four former Commerzbank employees for aggravated tax evasion linked to Cum-Ex trades dating back to 2008, with the alleged tax damage exceeding EUR 20 million.
Personnel changes are also underway: chief risk officer Bernd Spalt departs at year-end, while Jennifer Sander took over as chief compliance officer at the start of August. The next major inflection point arrives with third-quarter results on November 5, which should coincide with further developments in the takeover process — one that, following the boardroom's change of heart, now appears to be gathering momentum.
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