Berlin’s Last-Ditch Search for a White Knight Exposes the Stakes in the Commerzbank Fight

Berlin seeks white knight, BaFin halts ads, and Commerzbank plans job cuts as UniCredit nears 30% stake in hostile battle.

The German government’s quiet hunt for a rival bidder to rescue Commerzbank from UniCredit’s clutches has laid bare just how far Berlin is willing to go to keep the Frankfurt lender in domestic hands. Bloomberg has revealed that officials sounded out European banks earlier this year about a potential counter-offer — a white knight that never materialized. The disclosure underscores the political sensitivity surrounding what has become one of Europe’s most hostile banking battles.

UniCredit chief Andrea Orcel, undeterred by the resistance, continues to tighten his grip. The Italian bank now holds nearly 30 percent of Commerzbank directly and through financial instruments, with total voting rights reaching around 32.6 percent. The unsolicited takeover bid announced in mid-March offers Commerzbank shareholders 0.485 new UniCredit shares for each of their own, valuing the target at roughly €31 per share. That price tag, however, has done little to sway either Berlin or Commerzbank’s management.

The Bundesfinanzministerium, which still owns 12 percent of Commerzbank, has dug in its heels. Berlin’s veto of the deal is absolute. Meanwhile, Commerzbank’s own defense is taking shape on multiple fronts. Chief executive Bettina Orlopp recently delivered a blistering video message to staff, accusing UniCredit of lacking a concrete plan for a value-creating merger. She pointed to missing details on integration costs and timelines as evidence of the bid’s half-baked nature.

The regulator has also entered the fray with force. Germany’s BaFin ordered UniCredit to halt a series of social media advertisements that it deemed “sensationalist and unobjective,” warning that further violations would trigger fines. The intervention comes at a delicate moment, as UniCredit’s stake hovers just below the 30 percent threshold that would automatically trigger a mandatory offer for all remaining shares.

On the operational front, Commerzbank is preparing for life as a standalone institution. According to a Handelsblatt report, management is discussing further job cuts as part of an updated strategy, building on the 3,900 full-time positions already slated for elimination in early 2025. Works council chief Sascha Uebel has backed the board’s approach, arguing that job losses under the bank’s own direction would be far less severe than those imposed by a UniCredit takeover. “A restructuring under our own management is much more tolerable than the consequences of a merger,” he said.

Analysts are increasingly betting on Commerzbank’s independent future. Bank of America upgraded the stock from “Neutral” to “Buy” and raised its price target from €37 to €42, citing above-average earnings per share growth that would persist even if the takeover fails. Barclays had already set a €42 target. The market responded positively, with shares climbing 2.39 percent to €34.75 on Monday, breaking above the closely watched 100-day moving average.

The calendar is now packed with pivotal dates. UniCredit shareholders must approve a capital increase on May 4 to fund the bid. Two days later, on May 8, Commerzbank will unveil its first-quarter results alongside updated financial targets and a strategy roadmap through 2030. Management expects net profit to exceed €3.2 billion this year — a figure designed to prove the bank can thrive on its own. Orcel has warned that if the offer fails to secure control, he will walk away and focus elsewhere. The formal decision on the takeover is expected in June or July.