Commerzbank Waves Record Quarterly Profit and AI Overhaul at Shareholders as UniCredit’s Below-Market Offer Fails to Win Support
19.05.2026 - 20:11:37 | boerse-global.de
The power struggle for Commerzbank moves to Wiesbaden on 20 May, but one key player is expected to stay away. UniCredit, which already controls nearly 39% of the voting rights, is likely to skip the annual general meeting. A formal appearance could be interpreted under German law as exercising control, forcing a capital consolidation and triggering regulatory penalties for the Italian lender. That leaves the floor to Bettina Orlopp and her management team, who must convince investors that the Frankfurt-based bank is worth more on its own.
They are armed with a compelling payout proposition. For the 2024 financial year, the board is proposing a dividend of 1.10 euro per share. Together with two already completed share buyback programmes, the total distribution to shareholders will reach roughly 2.7 billion euros. On top of that, a fresh authorisation to repurchase up to 10% of the share capital is on the agenda for approval.
The defence rests on strong numbers. Last year the bank posted an operating record profit of 4.5 billion euros. That momentum carried into the first quarter of 2025, when operating income rose 11% to an all-time high of 1.4 billion euros, driven by a record net fee result. The improved performance prompted management to lift the full-year profit outlook to at least 3.4 billion euros.
UniCredit’s all-share bid, however, remains a persistent backdrop. The Italians are offering 0.485 of their own shares for each Commerzbank share, a deal that has been valued at roughly 34.56 euros at times and more recently around 31 euros — in both cases a clear discount to the Frankfurt stock, which is trading at 36.24 euros. With a 12-month gain of more than 40% and an RSI of 81 indicating extreme speculative tension, the market is clearly pricing in a higher outcome.
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The board formally rejected the offer last week, describing it less as a takeover proposal and more as a restructuring concept. A detailed statement from both management and the supervisory board argued that the price is too low and that the bid lacks a credible strategic plan for the combined entity. Yet Orlopp has signalled a willingness to talk if UniCredit improves its financial terms.
Strategy “Momentum 2030” is the centrepiece of the independence case. By the end of the decade, Commerzbank aims to lift revenues to 16.8 billion euros, net profit to 5.9 billion euros, and return on tangible equity (RoTE) to 21%. The cost-income ratio is targeted to fall to 41%. A key lever is artificial intelligence: around 600 million euros will be invested in new technology over the coming years, with management expecting an annual earnings contribution of roughly 500 million euros from 2030 onwards.
That transformation comes at a human cost. Beyond previously announced cuts, another 3,000 full-time positions are set to disappear. Redundancies for operational reasons are effectively ruled out under an agreement with the Verdi union, so the restructuring will be carried out through part-time retirement and natural attrition, costing the bank an estimated 450 million euros. If Commerzbank were combined with UniCredit’s HypoVereinsbank subsidiary, internal estimates suggest up to 11,000 jobs could go — a figure the Italians dispute as significantly lower.
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Supervisory board chairman Jens Weidmann has also warned of serious risks to existing customer relationships in the event of a merger. The formal offer period runs until 16 June, with possible extensions into early July. A regulatory closing of the exchange offer is not expected before the first half of 2027 at the earliest, giving both sides plenty of time to manoeuvre.
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