Italy’s UniCredit has reportedly increased its direct stake in Commerzbank, despite the stiff resistance from the German venture. As per the latest updates, the new ratio stands at 34.4%. The Italian bank is now offering 0.458 new UniCredit shares for each Commerzbank share tendered. Based on June 1’s closing price of 73.72 euro per UniCredit share, the bid values Commerzbank at 35.75 euro a share.
Investors have already tendered Commerzbank shares representing 7.6% of the Frankfurt-based bank’s capital as of June 2, according to the weekly data published by UniCredit under German takeover rules.
The new takeover bid, which runs until June 16, has also been placed at a discount to market prices, keeping in mind the behaviour of institutional investors, who typically wait with their decision until the last few days of the tender period.
As per UniCredit, its voluntary exchange offer was intended to push the Italian lender’s 27% Commerzbank stake above the mandatory takeover threshold of 30%, allowing the Andrea Orcel-led venture to buy more Commerzbank shares on the market later.
Apart from holding 34.4% in direct stake, UniCredit also has derivatives on 16.4% of Commerzbank’s share capital. However, most of these can only be settled in cash, which, as per the bank, has given it the option of lowering its final stake if needed. Taking together some share-settled derivatives, UniCredit’s Commerzbank holding stands at 37.6%.
The previous deal pitched by UniCredit to Commerzbank got rejected in May 2026, with the latter digging in its heels despite UniCredit steadily emerging as the German venture’s largest shareholder.
Since September 2024, UniCredit and its CEO Andrea Orcel have been in constant news for their repeated attempts, including unsolicited offers, to buy Commerzbank shares in a deal that values the bank at nearly 39 billion euros (USD 45.37 billion), below its market price. Even the current bid, that values Commerzbank at 35.75 euro a share, remained below June 1’s closing price of 37 euro.
Commerzbank’s supervisory and management boards, in May 2026, recommended the shareholders not to accept UniCredit’s offer.
“The offer does not reflect the fundamental value of Commerzbank. It is vague, entailing considerable risks,” the German venture used these words. UniCredit’s repeated attempts have become a source of discomfort in Germany’s political and business circles, with Commerzbank executives, along with Germany’s government and bank employees, finding a common ground in criticizing the tie-up attempt.
“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 in April.
UniCredit, in May, hit back at its German counterpart, calling many of the latter’s statements “unfounded or unsupported.” As per CEO Andrea Orcel, a veteran banker himself, Commerzbank has not been living up to its potential, and Europe would benefit from bigger banks in a world of chaotic geopolitics.
Commerzbank’s other concern has been up to 11,000 full-time job cuts that would come with the takeover by UniCredit. It also warned that investors who accepted the offer exposed themselves to UniCredit business risks in Russia and its large Italian government bond holdings.
Among Commerzbank’s investors, Andreas Thomae of Deka Investment called UniCredit’s offer “unattractive” and warned that its plans could bog Commerzbank down for years “with the risk of losing its customer focus.”
“The voluntary exchange offer is currently not an option,” he remarked during Commerzbank’s annual shareholder meeting in May.