The pursuit began with a routine-looking placement. On September 11, 2024, the German Federal Finance Agency put a 4.49% block of Commerzbank shares up for bids, part of a long-signalled wind-down of the stake Berlin had taken during the financial crisis.
UniCredit paid €13.20 per share for roughly 53.1 million shares, generating €702 million for the German state, and the agency said the Italian bank’s offer had significantly outbid everyone else. The price sat above the €12.60 close of the previous session, and Commerzbank shares jumped, peaking at €15.22 before settling at €14.69.
What the seller did not know was that UniCredit had already assembled a comparable position in the market. Chief executive Andrea Orcel later said the German government was well aware the bank had built a 4.5% holding before buying the state block, a claim Berlin disputed.
The two parcels together took UniCredit above 9%, and when it announced its intention to apply to the European Central Bank to pass the 10% threshold, the news landed like a bombshell.
The derivative ladder
From there, the ascent was engineered rather than negotiated. Within a fortnight, UniCredit raised its position from around 9% to 21%, subject to regulatory approval.
By December 2024, it had reached roughly 28%, composed of a 9.5% direct stake and about 18.5% through derivative instruments, while applying to the ECB for permission to hold up to 29.9%.
That authorisation arrived in 2025, with further clearances still needed before the derivative exposure could be converted into physical shares.
The structure mattered. Cash-settled equity swaps gave UniCredit economic exposure without formal ownership, and the counterparty banks that hedged those swaps held the underlying stock in their own names.
It was a way of standing at the door of control without opening it, and it would become the central grievance in Commerzbank’s defence a year-and-a-half later.
On March 16, 2026, UniCredit announced a voluntary exchange offer at an expected ratio of 0.485 UniCredit shares per Commerzbank share, implying €30.80 per share, or a 4% premium to the close of March 13.
The bid valued Commerzbank at about €35 billion, and UniCredit was explicit that it did not expect to reach control through the offer, framing the move as a way to overcome the 30% cliff edge that exists under German takeover law, and to open constructive discussions.
Clearing 30% through a voluntary offer would let it buy further shares in the open market without triggering a fresh bid. Orcel summarised the intent in six words. “It is now time to talk.”
Commerzbank’s response was immediate. Chief executive Bettina Orlopp said the move had not been co-ordinated, and that the expected exchange ratio did not in fact include a premium for shareholders. Law firm analysis at the time noted that the implied price represented the statutory minimum under German rules.
Two years of resistance
Commerzbank’s defence ran on two tracks, one operational and one rhetorical, and the operational one was the more effective.
In February 2025, the bank announced roughly 3,900 job cuts, about 10% of its workforce, alongside raised financial targets, explicitly to fight off pressure for a tie-up.
In May 2026, it unveiled an enhanced Momentum 2030 strategy, targeting a net return on tangible equity of around 17% by 2028, and around 21% by 2030, with net profit rising to €4.6 billion and then €5.9 billion, and revenues reaching €16.8 billion by 2030 on a 6% compound growth rate.
A further 3,000 roles, about 8% of the then 38,000 headcount, were earmarked for removal at a restructuring cost of around €450 million, with artificial intelligence cited as an efficiency driver. Orlopp’s framing was blunt. Any alternative had to be measured against that plan.
The formal rejection came in a 137-page assessment that described the offer as carrying considerable risks, and, at the annual general meeting in Wiesbaden, employees held up signs reading ‘UniCredit Go Away’.
Commerzbank chair Jens Weidmann told shareholders the recommendation was clear, that they should not accept, and drew applause. Chancellor Friedrich Merz had already criticised what he called hostile and aggressive approaches, saying that is how trust is destroyed.
The concerns, weighed on their merits
Four distinct objections ran through the campaign, and they do not all carry equal weight.
Price. This is Commerzbank’s strongest argument, and it is largely arithmetic. On May 15, 2026, the last trading day before the reasoned statement, the implied offer value of €34.56 fell short of Commerzbank’s closing price of €36.48, while independent analysts placed the median target at approximately €41.50, leading both boards to conclude that the consideration was not adequate and rested exclusively on the statutory minimum.
An offer trading below the market price of the target is not an offer in any commercial sense. It is a standing instruction to do nothing, which is precisely what most holders did.
Tender mechanics. Here the merits are contested. Commerzbank reported that securities lending in its own stock had risen more than tenfold since the offer was announced, that only a portion of tendered shares appeared to be genuinely owned by the tendering parties, and that it was continuously supplying BaFin with its data.
Its accusation was that tendered shares came largely from banks acting as counterparties to UniCredit’s derivatives rather than from independent investors. The group works council prepared a criminal complaint alleging market manipulation under the German Securities Trading Act.
UniCredit rejected all of it, saying its disclosures were fully compliant, that claims about share lending were false and without foundation, and that it had referred the matter to BaFin itself.
Frankfurt prosecutors opened a preliminary examination in June but declined to open a market-manipulation inquiry in July. On the evidence in the public domain, the suspicion is reasonable and the proof is absent.
Jobs and the Mittelstand. Commerzbank’s analysis warned a takeover could lead to as many as 11,000 job cuts, against roughly 7,000 in UniCredit’s own plans, and it dismissed those plans as vague and carrying considerable implementation risk. UniCredit countered with expected annual synergies of €1.5 billion to €2.0 billion. Orlopp told the annual meeting that ‘losses in revenue are significantly underestimated’ in the Italian bank’s modelling, and that restructuring expenses would run far higher than assumed. Both sets of numbers are advocacy.
The more durable point is structural rather than numerical, and it is that Commerzbank is a principal lender to Germany’s small and mid-sized industrial base, which Orlopp called the backbone of the economy. Whether foreign ownership changes lending behaviour is an empirical question that the campaign asserted rather than demonstrated.
Risk transfer. The rejection flagged UniCredit’s lingering Russia exposure as a net negative, alongside exposure to Italian sovereign holdings. S&P Global Ratings affirmed Commerzbank at A, but cut its outlook from positive to stable in July 2026, warning that full operational absorption could strip the bank of the independent capital buffers that had positioned it for an upgrade. That is a third-party validation of a defence argument, and it is the one investors should take most seriously.
What the German rulebook actually says
Under the Securities Acquisition and Takeover Act, anyone holding at least 30% of voting rights is deemed a controlling shareholder, a threshold set deliberately low because attendance at German annual meetings is routinely well below 100%.
Section 31 requires adequate consideration, and the Offer Ordinance defines the floor as at least the volume-weighted average domestic exchange price over the three months before the offer decision is published, or the highest price the bidder paid in the previous six months, whichever is higher.
Two features of that architecture produced the outcome Weidmann is objecting to. First, the floor is a market price, and the market price had already been lifted by the bidder’s own accumulation.
A suitor that buys its way from 9% to 28% over fifteen months pushes the share prices up, then uses the elevated average as its statutory minimum. The rule guarantees shareholders the price the bidder helped create, not a share of what control is worth.
Second, and more decisively, German law contains no restraint on creeping upward once the 30% line has been crossed through a voluntary offer. That is a genuine divergence from comparable regimes.
Under the UK Takeover Code, a party interested in 30% or more but holding no more than 50% of voting rights cannot acquire any further interest without triggering a mandatory offer to all shareholders.
Britain treats the 30 to 50 band as a zone requiring continuous protection for minorities. Germany treats it as open ground.
Weidmann’s case, and its weak points
The final tally was 17.60% tendered, which alongside a 26.77% direct stake and instruments conferring rights over a further 3.22% produced 47.59% of capital, and 49.65% of voting rights.
Commerzbank’s own custodian data indicated that institutional and retail investors accounted for under 2%.
Weidmann’s version, given to Sueddeutsche Zeitung, was that of the roughly 73% of shares that could have been tendered, fewer than 18% were with institutional and retail investors, making up less than three percentage points, and the remainder coming from banks linked to UniCredit.
His conclusion was that UniCredit achieved a majority with a financially unattractive offer without paying an appropriate control premium, and that the episode ‘raises questions about takeover law in Germany, which lawmakers may want to examine’.
On the narrow legal design point, he is right, and the UK comparison shows a workable alternative exists. But the argument has soft edges.
The shareholders were not compelled. They were offered a price below the market, they overwhelmingly refused, and the share price rewarded them for refusing.
In that sense, the law functioned. What failed was not investor protection, but the assumption that a bidder needs consent to accumulate influence.
A creeper provision would fix that. A premium requirement, by contrast, would be a novel intervention with no obvious method for calculating what control is worth in advance.
There is a further problem with the register itself, which no side has been willing to state plainly. A large slice of Commerzbank is held by index funds and other passive vehicles that neither tender nor campaign. BlackRock alone held around 7.2% when UniCredit first appeared.
A defence that depends on shareholders declining to act is a defence built on inertia, and inertia is not the same thing as support. It also works only while the offer sits below the market price. Raise the consideration meaningfully and the same passive holders become sellers.
Can Berlin even fix it alone?
A review would also collide with European law. The mandatory bid obligation is harmonised at EU level under the Takeover Directive, which sets the framework member states transpose.
A British-style restraint on the 30 to 50 band would be a national addition rather than a rewrite of the core threshold. So, the question is not whether Germany may legislate at all, but how far it can go before Brussels reads the result as a barrier to cross-border consolidation. That is not a theoretical worry, and the reason it is not theoretical sits in Milan.
UniCredit is not only a bidder that could not be stopped. It is also a bidder that was stopped, at home, by exactly the kind of instrument Germany does not have for banks.
In July 2025, the group withdrew its offer for Banco BPM because the golden power authorisation condition was not satisfied, ending a bid that had valued the Italian rival at around €10 billion when launched.
Orcel described the position bluntly on the results call that followed. “We have been completely stuck since early April.” The government of Giorgia Meloni had attached a series of conditions to clearance, including a demand that UniCredit wind down most of its Russian activities.
Brussels then intervened against Rome. The European Commission wrote to the Italian government challenging the decree, said Italy had breached EU rules, and reminded it that the ECB is the only prudential supervisor of systemically important euro zone banks, having already cleared the offer without conditions. The Commission indicated it could order the conditions revoked.
The sequence is instructive for Germany. A member state that reached for a national veto over a domestic bank merger was told by the Commission that it had overstepped. Any German attempt to build a bank-specific shield, whether through takeover law or an investment screening route, would meet the same institutional resistance.
Weidmann’s framing, which stays carefully on the terrain of shareholder protection rather than national interest, is the only version of this argument with a chance of surviving contact with Brussels.
The bill Berlin is still paying
The state’s own position deserves more scrutiny than it has received. Commerzbank absorbed €18.2 billion in capital from the German government across 2008 and 2009, of which roughly €13.15 billion had been repaid by the time the stake sale began in September 2024.
In 2019, answering a parliamentary question during the abortive Deutsche Bank merger talks, the Finance Ministry indicated the share price would need to be around €26 for the state to avoid a loss on its remaining holding.
The stock now trades comfortably above that level. For the first time since the rescue, Berlin can sell without booking a loss, which is a far better explanation for the softening in official language than any change of heart about Italian ownership.
Weidmann has argued that the government should hold on for the time being despite the holding’s origins in a crisis rescue, saying it makes sense for the state to remain a shareholder in order to represent Germany’s interests as a business location.
Yet, reporting in August indicated senior figures in government are now willing to discuss selling the 12.7% stake to UniCredit if there is agreement on strategy and governance, a transaction that would lift the Italian bank above 60%.
There is an awkward symmetry here. The first parcel was sold by the German state, in a competitive auction it designed, to the highest bidder. The last parcel may be sold by the German state to the same buyer, at a price the state finally finds acceptable, having spent two years objecting to the manner of the pursuit.
Where it stands
Commerzbank opened talks with UniCredit on August 6, saying a joint approach could create value for shareholders, customers and employees, on the back of second-quarter net profit of €898 million, up 94% year-on-year.
BaFin declared UniCredit’s control application complete in early August and passed it to the ECB, which has 60 working days to rule. Reuters reported that an internal ECB document pointed toward approval, while cautioning that a full merger would involve a challenging and lengthy integration.
A treasury share cancellation on August 20 lifted UniCredit’s effective position to 49.65% without a single additional purchase.
What that position actually buys is less than the headlines suggest. Just under half the voting rights delivers shareholder resolutions and influence over board composition.
It does not deliver the balance sheet. A domination and profit transfer agreement, the instrument that would let UniCredit direct Commerzbank and pool its capital, requires 75% of the share capital represented at a general meeting.
A squeeze-out of remaining minorities requires 95%. The gap between 50% and either of those numbers has to be bought, in the market, from holders who have already demonstrated that they will not sell cheaply. That is the real cost of the strategy Orcel chose, and it is deferred rather than avoided.
The workforce question runs alongside it. German codetermination gives employees half the supervisory board seats at a company of Commerzbank’s size, and the works council has already shown it will litigate.
A controlling shareholder in Milan does not remove those rights, and any attempt to restructure around them would become a political fight of its own.
Weidmann’s other warning, that UniCredit’s planned €1.3 billion of cost cuts within a single year would threaten the substance of the German bank, is the argument that will matter once the ownership question is settled.
The takeover law review he wants will take years and will arrive far too late for Commerzbank. Its real audience is the next German target, and the next bidder studying the same rulebook for the same gap.