Germany’s Commerzbank has formally rejected a takeover offer by its Italian counterpart UniCredit, digging in its heels in its months-long resistance to the cross-border M&A attempt, as the mood in the financial and political circles, both in Berlin and Europe, remains hot over the issue.
UniCredit, currently Commerzbank’s largest shareholder, earlier May 2026, made an unsolicited offer to buy the German venture’s shares in a deal that values the bank at nearly 39 billion euros (USD 45.37 billion), below its market price.
“Commerzbank’s supervisory and management boards recommend that shareholders not accept UniCredit’s exchange offer,” the bank said in a summary of a 137-page analysis of the deal.
It further stated that the offer “does not reflect the fundamental value of Commerzbank” and that it was “vague and entails considerable risks”.
Commerzbank executives, along with Germany’s government and bank employees, have long criticised the tie-up attempt as hostile, calling UniCredit’s offer “vague and coercive” with “quasi-nil premium”.
“UniCredit’s takeover offer does not offer an adequate premium to our shareholders. What is described as a combination is in fact a restructuring proposal that would massively impact our proven and profitable business model,” said Commerzbank CEO Bettina Orlopp.
The battle for control of one of Germany’s top banks started in 2024 when UniCredit began amassing its stake in a competitor. Over the last two years, the tally has grown close to 30%. All the eyes will be upon Commerzbank’s annual shareholder meeting, that will be convened on May 20.
Responding to Commerzbank’s rejection, UniCredit said it fundamentally disagreed with many of its German counterpart’s statements, calling them “unfounded or unsupported”, and that it would respond with more detail “in due course”.
As per UniCredit CEO Andrea Orcel, Commerzbank has not been living up to its potential and that Europe would benefit from bigger banks in “a world of chaotic geopolitics.”
As per Commerzbank’s analysis, a takeover by UniCredit could result in up to 11,000 full-time job cuts. Investors accepting the offer may end up exposing themselves to UniCredit’s business risks in Russia, along with its large Italian government bond holdings.