“We are astonished that ‌it took UniCredit more than 18 months to present a unilateral plan that lacks basic understanding of the drivers of our business model, despite regular investor meetings during this period,” Orlopp remarked, in response to the news of the Italian lender “laying out” a strategy to improve the target’s performance independently of any deal.

After building a near 30% stake in Commerzbank since September 2024, despite strong German resistance, both at industry and political levels, the Italian bank in March 2026 unveiled a 35 billion-euro (USD 41 billion) all-share offer for its acquisition target.

In an unscheduled analyst call, UniCredit outlined both its suggestions for Commerzbank and the possible outcomes of its takeover offer. However, both the second-largest German lender and Friedrich Merz, the European nation’s Chancellor, rejected UniCredit’s approach as hostile.

“Yes, we need large banks in Europe, but let me make one thing very clear in light of recent events: this does not mean that every form and type of takeover is welcome in Germany,” Merz said.

Commerzbank, which UniCredit described as a sector laggard that risked “becoming increasingly unfit” for the challenges facing the industry, said the Italian counterpart’s proposals reflected a lack of understanding about the German venture’s business model.

UniCredit has been pitching for Commerzbank to undertake cost cuts in its international network and “rampant bureaucracy” in its domestic business, suggesting the move would add 600 million euros to the 2028 profit consensus forecast at the German bank.

UniCredit also said the low premium of its bid would ensure the Commerzbank stake does not rise much above 30%.

“One scenario is we expect low take-up (from Commerzbank shareholders), we’re happy. Financially, we win. We sit back. UniCredit would not seek to gain control of Commerzbank for a further 12-18 months, so it could resume capital distribution ‌plans and rebuild its cash reserves. We go back to the status quo,” UniCredit CEO Andrea Orcel said.

“Under German corporate rules, UniCredit could be declared in control of Commerzbank with a stake as low as 40% because that can be enough to drive decisions at shareholder meetings. That would put returns that UniCredit investors reap on the investment in Commerzbank below the cost of their capital – a red line for Orcel, a veteran dealmaker,” reported Reuters.

If UniCredit gets Commerzbank’s control, then the Italian lender may have to buy out minority shareholders in Commerzbank’s Polish unit, mBank, in cash.

According to Orcel, discussions were ongoing with Polish authorities on the topic.

“We have levers to keep … (out of) a situation where we have excessive capital consumption and a cascade offer in cash that are penalising. The current Commerzbank stake is ⁠giving UniCredit shareholders a 20% return on investment. The return would be much lower on a stake of 50% plus one share,” he said.

“But we will execute an industrial and strategic move… at the end of the day, this is why we’re here,” The UniCredit CEO added.

The post Commerzbank rejects UniCredit’s fresh takeover offer, calls it hostile appeared first on International Finance.

Since September 2024, the Italian bank’s hefty stake in Germany’s Commerzbank has sparked a broad debate, leaving many wondering if this move is part of a larger push that raises concerns over competition and operational autonomy across Europe.

Is UniCredit creating a banking behemoth? Or, more worrisomely, is it undermining the independence of financial institutions in the region? This article explores these issues in depth, highlighting the critical events since September 2024 and what the takeover might mean for the European banking landscape.

The initial shockwave

In September 2024, UniCredit surprised market watchers and financial analysts alike when it announced its acquisition of a significant stake in Commerzbank, Germany’s second-largest lender. The move was a clear statement of intent, signalling UniCredit’s ambitions beyond the Italian banking landscape and aiming to expand its foothold into Germany, Europe’s largest economy.

Commerzbank, a historic institution in German finance with deep connections to the country’s Mittelstand, small and medium-sized enterprises, had long prided itself on its independence. Thus, the Italian financial giant’s purchase sent tremors not only through financial markets but also through German political circles. Many stakeholders questioned whether the move foreshadowed a full-scale takeover, and some went as far as to say that Germany’s economic sovereignty was being challenged.

The backdrop to this acquisition involves Germany’s banking challenges over the last decade. Commerzbank, like many other European banks, has struggled with low interest rates, regulatory pressures, and economic uncertainty.

Despite efforts at restructuring and cost-cutting, it remained vulnerable to takeover bids. By acquiring this stake, UniCredit effectively positioned itself as a potential saviour for Commerzbank, which in turn left the German institution questioning its ability to maintain autonomy.

In recent years, Germany’s banking sector has faced considerable turmoil, with both Deutsche Bank and Commerzbank struggling to maintain profitability amid challenging market conditions and evolving regulations.

The government has long been concerned about the stability of its banks, and there have been past discussions about merging Deutsche Bank and Commerzbank to create a national champion. However, such plans never came to fruition, leaving Commerzbank exposed to international acquisition attempts. UniCredit’s strategic move, therefore, filled this gap, offering a potential rescue plan for Commerzbank’s lagging performance while raising concerns about German economic sovereignty.

Commerzbank’s push for independence

In response to UniCredit’s stake acquisition, Commerzbank’s board of directors made a clear intention to retain operational independence. CEO Manfred Knoll has repeatedly emphasised that the bank will continue to operate autonomously, with its German business and customer base remaining intact. In his public statements, Knoll has insisted that the acquisition should be seen as a “strategic partnership” rather than a takeover.

However, the reality on the ground appears more complicated. UniCredit has already hinted at seeking increased influence within Commerzbank, which fuelled speculation that a full takeover may be on the horizon. Internal discussions at Commerzbank have reportedly turned to safeguarding its governance and operational decision-making—an effort to prevent excessive meddling by the Italian stakeholder.

Meanwhile, UniCredit’s CEO, Andrea Orcel, has consistently communicated his belief in “synergy potential” between the two banks, leaving many in doubt about how long Commerzbank’s independence can last under these circumstances.

The internal dynamics within Commerzbank have become increasingly tense. Reports suggest that several members of the management board are wary of UniCredit’s intentions, fearing that their influence might be eroded over time. Additionally, employee representatives on the board have expressed concerns about potential job losses and cultural shifts that could come with increased Italian oversight. Commerzbank’s history of supporting Germany’s Mittelstand businesses has always been a point of pride, and many fear that this focus could be diluted under UniCredit’s leadership.

Sovereignty at risk?

The acquisition of Commerzbank shares by UniCredit did not go unnoticed within German political circles. The takeover has sparked an intense debate among policymakers regarding Germany’s economic sovereignty. In a country where banking institutions are tightly integrated with industrial policy, the prospect of a foreign entity influencing a significant portion of the banking industry has made many politicians uneasy.

Germany’s Finance Minister, Lars Seidel, recently urged caution.

“Our financial institutions are vital to maintaining economic stability in Germany. We must be vigilant about foreign influence undermining our banks’ ability to serve our people and businesses,” Seidel remarked in an October press conference.

Representatives from Germany’s influential Greens and Social Democrats echoed this sentiment, stressing the importance of keeping domestic control over institutions that provide essential capital to the backbone of Germany’s economy—its SME sector.

The issue of foreign ownership has always been a sensitive topic in Germany. The country has a tradition of supporting local industries through close cooperation between banks, businesses, and the government. The Mittelstand—the backbone of Germany’s industrial prowess—relies heavily on accessible and flexible financial services from banks like Commerzbank. A takeover by a foreign bank like UniCredit could alter these relationships, leading to stricter lending criteria or different strategic priorities that might not align with the interests of German enterprises.

Critics of UniCredit’s stake in Commerzbank also include regulatory authorities. BaFin, Germany’s financial regulatory body, has indicated its intent to closely monitor the future moves of UniCredit.

BaFin’s spokesperson noted that “any further increase in ownership or influence by UniCredit will be scrutinised to ensure that German financial stability is not compromised.” This suggests that UniCredit’s ambitions might face stiff regulatory challenges if it attempts to acquire a controlling interest in Commerzbank.

Several members of the Bundestag have raised concerns about the implications of such a takeover for Germany’s long-term financial security. Some have proposed new legislation that would prevent foreign banks from acquiring controlling stakes in key German financial institutions without government approval. This legislative push underlines the discomfort within the political establishment regarding UniCredit’s growing influence over Commerzbank.

Market reactions and antitrust concerns

The market’s response to UniCredit’s stake acquisition has been mixed. While some investors see potential in the collaboration—with increased scale and synergies benefiting both entities—others worry that a hostile takeover may ultimately undermine Commerzbank’s position within the German economy. Commerzbank shares initially surged following the news, largely driven by speculation that UniCredit would soon make an official takeover bid.

However, subsequent statements from both banks have done little to clarify their intentions, leaving uncertainty lingering in the air. UniCredit has yet to file an official bid, but the market’s consensus indicates that it’s only a matter of time. Analysts have noted that UniCredit’s recent capital-raising measures and Orcel’s assertive public remarks suggest a strategy designed to absorb Commerzbank entirely.

This ambiguity has left the shareholders and analysts divided. On one side are those who believe that a merger could be highly beneficial, providing cost savings through shared operations, improved digital capabilities, and a more diversified revenue stream. On the other hand there are those who worry that such a merger could create significant redundancies, particularly in Germany, leading to job losses and discontent among employees and clients.

In addition, the uncertainty has affected Commerzbank’s relationships with some of its major corporate clients. Reports indicate that several large clients are evaluating their options, concerned about the possible changes in management or lending practices if UniCredit takes full control. This apprehension is understandable given UniCredit’s reputation for aggressive restructuring in previous acquisitions, which often included significant cost-cutting measures.

UniCredit’s expansionist drive has also drawn scrutiny from European Union anti-trust authorities, raising questions about potential impact on competition within the banking sector. Critics argue that UniCredit’s push into Germany, if successful, could reduce competition and weaken financial stability, as the consolidation of major banking institutions risks creating entities that are “too big to fail.”

Moreover, European anti-trust regulators are reportedly closely watching developments. The EU’s Competition Commissioner, Margrethe Vestager, has previously expressed concerns about increasing concentration within the banking sector, fearing that a lack of competition could reduce the diversity of financial products available to European consumers and businesses. If UniCredit were to take control of Commerzbank, it would further entrench itself as a European banking powerhouse—potentially giving it undue influence in setting loan terms, business financing, and regulatory lobbying.

The European Central Bank (ECB) has also expressed concerns, highlighting that cross-border consolidation could introduce systemic risks. A consolidated banking giant might become challenging for regulators to manage during crises, due to the varying regulatory environments and economic conditions across Europe.

ECB officials have been careful in their statements, emphasising that while consolidation could lead to greater efficiencies, it could also create complexities that are challenging to resolve during times of economic stress.

There is also a broader concern that cross-border banking takeovers could diminish national resilience to financial crises. A UniCredit-Commerzbank merger, for example, might lead to a situation in which German savings are being used to bail out Italian loans or vice versa—a scenario that could prove politically toxic and economically damaging in times of crisis. This is particularly concerning given the divergence in economic performance between Italy and Germany in recent years, with Italy’s economy remaining more fragile and prone to shocks.

Banco BPM in crosshairs

At the same time that UniCredit has been making waves in Germany, the Italian bank has also launched a 10 billion euro ($10.5 billion) takeover bid for its domestic rival, Banco BPM.

Banco BPM has identified the offer as “unsolicited,” indicating that it is not eager to entertain UniCredit’s advances.

The Banco BPM bid has further contributed to fears of monopolistic ambitions. Industry insiders speculate that the Italian lender is actively working to resist UniCredit’s efforts, but its capacity to do so remains in question. Analysts point out that Banco BPM’s options are limited due to a competitive Italian banking landscape that has been suffering from the same macroeconomic challenges as Commerzbank—making it more vulnerable to an aggressive bidder like UniCredit.

For UniCredit, the Banco BPM bid represents a continuation of its growth strategy, focusing on creating a banking giant that spans multiple European markets. If successful, the merger would become one of Italy’s largest banking institutions, giving UniCredit a dominant position in domestic and international markets.

However, the unsolicited nature of the bid has raised eyebrows, with critics arguing that UniCredit is pursuing an expansion strategy that disregards the wishes of existing stakeholders.

The simultaneous bids for Commerzbank and Banco BPM paint a picture of a UniCredit with grand ambitions. But with these ambitions come questions of overreach. A UniCredit that successfully absorbs both Commerzbank and Banco BPM could potentially control large segments of the European banking landscape, raising further anti-trust concerns. Are we witnessing the birth of a banking giant that could stifle competition, or will the regulatory framework put a leash on UniCredit’s ambitions?

Stakeholder perspectives

As UniCredit attempts to expand its footprint, there are many stakeholders watching anxiously. Among them are Commerzbank’s corporate clients, particularly German SMEs, who are apprehensive about the potential consequences of a UniCredit-controlled Commerzbank.

The concern is that an Italian management approach might not fully align with the needs and expectations of these German companies. Many of these businesses rely on relationship-based banking, something they fear might be lost in a takeover driven by synergies and cost-cutting.

Employees, too, are worried about job security. Both Commerzbank and UniCredit have undergone rounds of layoffs in recent years, as European banks have struggled to improve profitability in an era of low interest rates.

The fear is that a merger would lead to further job losses, particularly in overlapping segments such as retail banking and back-office operations. Labour unions in both Germany and Italy have already voiced their opposition to a potential takeover, calling for guarantees of job security and transparent communication.

The prospect of job cuts is particularly worrying for Commerzbank employees. Labour unions have organised protests and petitioned management to provide assurances regarding employment security.

In a country like Germany, where labour laws are robust and unions have significant influence, any potential layoffs could face serious opposition, potentially complicating UniCredit’s integration plans. Similar concerns have been voiced by Banco BPM employees in Italy, who fear that UniCredit’s history of cost-cutting could spell trouble for their job security.

Competitors, meanwhile, are wary of UniCredit’s strategy. If the Italian lender succeeds in creating a cross-border banking conglomerate, it would potentially dwarf most of its European rivals, creating an imbalance in the competitive landscape.

Deutsche Bank, in particular, has expressed concerns that a UniCredit-Commerzbank combination could lead to distorted market dynamics in Germany, where Commerzbank’s role in financing SMEs is critical to the economy’s health.

Other European banks are watching the developments closely. The potential creation of a mega-bank could prompt a wave of consolidations, as other institutions scramble to maintain their competitive edge. Smaller regional banks, in particular, are concerned that they could be pushed out of the market entirely, as larger entities with more extensive resources and wider networks dominate the playing field.

Is UniCredit’s growth strategy sustainable?

UniCredit’s recent manoeuvres have been ambitious, but they raise questions about the sustainability of such aggressive expansion. Historically, European banking mergers have been fraught with difficulty, often hampered by cultural differences, regulatory hurdles, and the practical challenges of merging operational systems. UniCredit itself has struggled with integrating previous acquisitions, and a merger with Commerzbank would be no less challenging.

Furthermore, UniCredit’s push to consolidate power comes at a time when the European economy faces headwinds, including sluggish growth and rising geopolitical tensions. With interest rates inching higher and inflationary pressures mounting, the path to profitability for European banks remains narrow.

Some analysts believe that UniCredit’s aggressive strategy could backfire, particularly if economic conditions worsen. The complexity of integrating multiple institutions, coupled with the regulatory scrutiny such moves invite, could well create an unsustainable burden.

Cultural integration poses another significant challenge. Commerzbank’s culture, which has traditionally focused on maintaining close relationships with German SMEs and supporting local economic growth, may clash with UniCredit’s more international and cost-focused approach. Such cultural differences have derailed banking mergers in the past, and UniCredit will need to tread carefully to ensure that the value of Commerzbank’s client relationships is not eroded in the process.

UniCredit’s recent capital-raising measures indicate that it is preparing for a significant outlay, but the risk of over-leveraging remains. The banking sector is still haunted by the memory of the 2008 financial crisis, and regulators will be keen to ensure that any merger does not create systemic risks. If UniCredit’s growth strategy proves unsustainable, it could have far-reaching consequences not only for the bank itself but also for the broader European financial system.

A new dawn for European banking?

The unfolding story of UniCredit’s stake acquisition in Commerzbank—as well as its bid for Banco BPM—is emblematic of broader challenges and questions facing the European banking sector today. On the one hand, consolidation may offer benefits such as improved efficiencies, cost savings, and a stronger balance sheet to compete with the giants of Wall Street. On the other hand, the spectre of reduced competition and the potential loss of autonomy for key national institutions looms large.

The European Commission will likely be at the centre of this debate in the coming months. Regulators will need to weigh the benefits of consolidation against the potential risks to competition, financial stability, and national sovereignty. The stakes are high: if UniCredit is allowed to proceed unimpeded, it could set a precedent for other banks, leading to a wave of consolidation that might leave Europe with just a handful of mega-banks controlling the majority of assets and lending.

For now, UniCredit has sent a clear signal—it’s intent on becoming a leading player on the European stage, regardless of the obstacles. Whether this leads to a more robust European banking sector or a fragile one dominated by institutions that are “too big to fail,” remains to be seen.

If the ambitions of UniCredit succeed, it could herald a new era of European banking, marked by fewer but more formidable players capable of competing on the global stage. But with this potential comes a real and pressing risk: these new banking behemoths may prioritise profitability over the diverse needs of the European economy. As the story unfolds, the key question remains—will the push for growth lead to a stronger, more unified banking landscape, or will it undermine the very competition that has driven Europe’s financial sector for decades?

The post Is UniCredit building a European banking empire? appeared first on International Finance.

UniCredit has involved financial advisory firm Lazard and its banker Joerg Asmussen, who is a German economist and politician, in addition to JP Morgan for a potential takeover of Commerzbank. The deal could encourage UniCredit to divert from its weak market conditions.

However, UniCredit in a statement told Reuters that no banking mandate has been signed in relation to any potential market operation. The bank emphasised that its new business plan will be unveiled on December 3, 2019.

For a long time, UniCredit has shown significant interest in expanding its business presence in Germany. The bank already owns Hypovereinsbank (HVB), the fifth-largest of the German financial institutions by its total assets.

Besides UniCredit, Deutsche Bank has also shown interest in Commerzbank, sources close to the matter said. UniCredit Chief Executive Jean Pierre Mustier has hired Lazard in the hopes that Asmussen can help with the deal along with German Finance Minister Olaf Scholz. Both of them have enough pull in the German Social Democrat Party.

After graduating in business administration at Milan’s Bocconi University, Asmussen has also served on the executive board of the European Central Bank (ECB) and as state secretary at the Federal Ministry of Labour and Social Affairs.

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Suparna Goswami Bhattacharya

October 3, 2016

What factors led the transition of BRE Bank from a corporate bank to retail banking and eventually mBank? When BRE Bank decided to establish its retail business, Poland was just past a decade of transition. It has driven Polish nation to a substantial, even if not crucial, change in behavioural model according to banking. Together with democratic system development, a truly commercial banking developed and customers became more acquainted with this model. BRE Bank decided that this was a window of opportunity for a corporate bank to try and run a totally different banking model, concentrated on the individual customer. Firstly, the management board decided to address the existing gap between market and technological trends, and what traditional banking players offer. That is why the first brand to be launched was an internet-only bank – mBank. Amongst arguments for this step was: (1) poor competition in an increasing market (2) rapid growth of internet and mobile phones users (3) the relatively low level of use of information technology in Polish retail banks (4) high level of acceptance of advanced technologies in the targeted groups of customers.

Cezary Kocik, Vice-President of the Management Board, Head of Retail Banking, mBank

This story appears in the Oct-Dec 2016 issue of IFM

What factors led the transition of BRE Bank from a corporate bank to retail banking and eventually mBank?

When BRE Bank decided to establish its retail business, Poland was just past a decade of transition. It has driven Polish nation to a substantial, even if not crucial, change in behavioural model according to banking. Together with democratic system development, a truly commercial banking developed and customers became more acquainted with this model. BRE Bank decided that this was a window of opportunity for a corporate bank to try and run a totally different banking model, concentrated on the individual customer. Firstly, the management board decided to address the existing gap between market and technological trends, and what traditional banking players offer. That is why the first brand to be launched was an internet-only bank – mBank. Amongst arguments for this step was: (1) poor competition in an increasing market (2) rapid growth of internet and mobile phones users (3) the relatively low level of use of information technology in Polish retail banks (4) high level of acceptance of advanced technologies in the targeted groups of customers.

Had internet banking become popular by the time you started mBank?

Well, actually – there was no internet banking when we started. Some other great banks tried to launch analogical products/brands, but never gained too much popularity. In December 2000, the number of people having access to the Internet in Poland was estimated at 6,300 thousand.

At the same time (Dec 2000), the number of bank accounts for individuals in traditional banks had reached 11 000 thou. And the number of current accounts in the so-called electronic branches of traditional banks (including mBank, which started a month earlier) was a little over 89 thousand. So the estimated internet banking share in retail banking in total didn’t reach 1 %. But in West Europe, this share was already reaching more than 10% (e.g. 15 % in Great Britain, more than 10 % in USA).

But the success of mBank was not only based on enabling banking via internet – other banks in Poland tried to do that and eventually failed. We succeeded because of the whole new model of banking, concentrated on offering attractive and simple product via modern channels and with use of new technologies. We succeeded because of the totally unique distribution system and treating customer fair, putting his needs first. We decided to highlight some strategic directions in our day-to-day business, which was: close relations with our customer, community building and reliability information.

Was it difficult to convince customers to opt for internet banking?

I suppose the success of mBank helped people overcome the initial hesitation. We were the first fully internet-based bank in Poland and today, we set the direction of the mobile and on-line banking development. We are one of the strongest and fastest growing financial brands in Poland.

What purpose did MultiBank serve?

MultiBank was a brand created for customers who were more traditional, yet more affluent clients. MultiBank was a ‘higher culture’ bank, with comfortable branches, best customer service and advanced financial products.

Contrary to mBank, it offered customer service in branches, with advisors waiting by the door. Its offer was also way more abundant than mBank’s. It also was extremely valued by people who expected unusually high quality of banking service and products.

I would like to underline that we still service our affluent customers with ‘high culture’. Our branch advisors are still able to offer them the best customer experience and products. Only our logo is different.

What prompted merging everything under mBank?

mBank/BRE Bank decided to change because we wanted to be even more recognisable in the banking market; optimise marketing expenses, integrate corporate and individual banking in one brand and – last but not least: unificate our organisational culture.

The times we live in require significant flexibility and simplicity. In this context, the mBank brand was elected from a range of brands in our portfolio as the best. A global Value-D study (by Millward Brown SMG/KRC) suggests that the brand is very strong, also globally. It is legible, flexible and comprehensible everywhere. It still has large potential. I do believe that it will take us forward in the long term as one of the drivers of our winning market position.

It is confirmed that a single strong brand will help us strengthen our position in the banking market and optimise the use of marketing budgets. Now every promotion campaign builds our image and brand awareness among all our customers irrespective of the segment addressed by our activities.

Each segment is a coherent whole, on the one hand distinguished by the colour range, and on the other hand, consistent through a single brand structure. The new identification system highlights the mBank Group’s adaptability to different customer segments by drawing on the bank’s extensive experience of 30 years in the financial markets.

How are you handling the pressure of mBank being considered the yardstick for digibanks?

Hearing things like that is an enormous pleasure and also a proof that in today’s world it is crucial to invest in technology. But we understand, that in order to keep our business on track, we have to deliver even more than expected now. That is why we are working all the time to introduce new solutions serving our customer best. The truth is that the best way to succeed is to see your customer as the most important and always – whatever the case is – treat him as the most important person in the bank.

In June, the bank’s Supervisory Board approved a new strategy for 2016-2020. Focus will be on clients’ needs and mobility. The main pillars of the ‘Mobile Bank’ Strategy of mBank Group include: being closer to clients, further use of opportunities offered by mobility and regular improvement of business efficiency.

In everything they do, mBank’s employees should be guided by the needs and preferences of the clients. mBank wants to remain synonymous with mobile banking with the focus on comfort, usability and simplicity for the user.

Check out this story in the IFM magazine

– See more at: http://www.internationalfinancemagazine.com/article/Now-we-have-to-deliver-even-more-than-expected.html#sthash.TNKN713W.dpuf

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