€1.2 Billion Dividend and €600 Million AI Bet: Commerzbank's One-Two Punch Against UniCredit

Commerzbank formally rejects UniCredit's €31/share offer, counters with €1.2B dividend, €600M AI investment, and €5.9B profit target; shares trade 17% above bid at €36.48.

Commerzbank is gearing up to shower shareholders with a €1.2 billion dividend pot and a €600 million artificial intelligence war chest as it builds a multi-layered defence against UniCredit’s unwanted takeover bid. The payday comes as the Frankfurt-based lender prepares to formally reject the Milanese suitor's offer in a statement due under Germany's takeover law, setting the stage for a contentious annual general meeting on 20 May 2026 — right in the middle of the acceptance period.

The numbers alone tell the story of a wide gap between what UniCredit is offering and what the market thinks Commerzbank is worth. UniCredit is tendering 0.485 of its own shares for each Commerzbank share, implying a value of roughly €31.07 per share. On Thursday, Commerzbank closed at €36.48 a share, a premium of more than 17% that effectively prices in either a higher bid or a successful standalone strategy. The Relative Strength Index has shot to 83.3, deep in overbought territory, after a 1.87% weekly gain that extends a 12-month rally of 41.78%.

The proposed payouts amplify the message. Management wants to raise the dividend to €1.10 per share, up from €0.65 last year, and is asking shareholders to bless a new buyback authorization of up to 10% of share capital. Both measures are designed to underscore confidence in the bank's own earnings power and to make UniCredit’s all-share offer look even less attractive by comparison.

That earnings power is laid out in the “Momentum 2030” strategic plan, which the board is using as the centrepiece of its rebuttal. Commerzbank is aiming for net profit of at least €3.4 billion in 2026 and €5.9 billion by the end of the decade, with a net return on equity target of 21%. Those targets are supported by a record first-quarter operating result, which management argues proves the bank is not a turnaround case but a going concern with its own profitable trajectory.

The ambition comes with a hefty restructuring price tag. Around 3,000 full-time jobs are set to go, adding to the 3,900 reductions already announced. The €600 million earmarked for artificial intelligence is meant to drive efficiency and new revenue lines.

Timing is a tricky element. The formal opinion of the management board and supervisory board under Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) is expected soon, and it will likely crystallise the rejection seen in market pricing. Bettina Orlopp, Commerzbank’s chief executive, will have to field shareholder questions at the AGM in Wiesbaden next Wednesday without the official statement yet in hand — or perhaps just as it lands.

UniCredit’s offer remains on the table, but the road to control is long. The Italian bank is aiming to push its stake above the 30% threshold to avoid constant monitoring of breaching that level through Commerzbank’s share buybacks. Even if the bid succeeds, regulatory approvals mean the deal is unlikely to close before 2027. The acceptance period runs until 16 June 2026, with an extended window expected to close in early July.

Commerzbank’s board is keeping the door open for talks, but only if UniCredit tables a much juicier premium and agrees to respect the bank’s existing business model. For now, the message to investors is clear: sit tight, collect the dividend, and wait for a better offer — or back the home team.