Commerzbank Investors Snub UniCredit’s Hostile Offer as Less Than 1% Tender Shares

Less than a fraction of a percent of Commerzbank’s shares have been tendered to UniCredit’s all-stock offer, signalling that the Italian lender’s unsolicited bid is failing to win over shareholders. The weak take-up, disclosed by sources just ahead of the bank’s annual general meeting in Wiesbaden, underscores the scale of the challenge facing UniCredit as it tries to take control of Germany’s second-largest private lender.

The offer — one Commerzbank share in exchange for 0.485 UniCredit shares — was valued at roughly €34.56 per share based on Tuesday’s closing price. That left it at a clear discount to the market: Commerzbank shares closed at €36.29 on Tuesday evening, and by Wednesday, after the AGM, they had slipped 0.86% to €35.94. On a twelve-month view, the stock has still gained about 39% to 41%, depending on the date used.

Board Pushes Back with Dividend Hike and Buyback

At the AGM, Commerzbank’s management made a direct appeal to shareholders to reject the proposal. Chief executive Bettina Orlopp called the offer “financially inadequate” and warned that accepting it would saddle investors with the risks of UniCredit’s own balance sheet — specifically its heavy exposure to Italian sovereign bonds, a higher ratio of non-performing loans, and lingering Russian business operations. “The board lacks a credible strategic plan from UniCredit and sees insufficient premium,” she said, according to prepared remarks.

To sweeten the case for independence, the board proposed a sharply higher dividend of €1.10 per share for the past financial year, up from €0.65 a year earlier. The ex-dividend date has been set for 21 May, with payment expected a few days later. In parallel, management has asked shareholders to authorise a new share buyback programme covering up to 10% of the bank’s capital. Combined with recently completed buybacks, the total cash returned to investors is running into billions of euros.

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UniCredit’s Stealthy Stake and Extended Deadline

UniCredit has steadily built its grip on Commerzbank. The lender now holds almost 30% of the voting rights directly, and through derivatives it has access to more than 40% of the stock. Despite that firepower, its representatives stayed away from the Wiesbaden gathering, according to agency reports. The bank’s absence reinforced the impression that the bid remains hostile.

The offer acceptance period, originally set to expire on 16 June 2026, has been extended to 3 July 2026. Even if UniCredit succeeds in gaining a majority, it expects regulatory hurdles to push any final closing of the deal into 2027 at the earliest.

Own Strategy Puts AI and Higher Returns at Centre

Commerzbank’s management is positioning its “Momentum 2030” plan as the value-creating alternative. The programme targets a return on tangible equity of 17% by 2028 and 21% by 2030, supported by a recent upgrade to the 2026 net profit target — now set at a minimum of €3.4 billion. To get there, the bank plans to cut roughly 3,000 full-time roles by the end of the decade while channelling hundreds of millions of euros into artificial intelligence projects to streamline processes and cut costs.

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But the message of independence is not without its own pain. Works councils and the ver.di union protested on the sidelines of the AGM, warning that a UniCredit takeover could lead to job cuts of as many as 23,000 — echoing the integration of HypoVereinsbank in 2005. Investor sentiment remains split. Representatives of Deka criticised UniCredit sharply, while DWS-linked voices questioned how long Commerzbank can hold out if the Italians maintain the pressure.

With the acceptance window open for another 13 months, the standoff is far from settled. For now, the vast majority of shareholders have voted with their feet — by keeping their Commerzbank paper well away from the offer.

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