Commerzbank AGM Tests UniCredit’s €31 Offer as Record Quarter and €2.7 Billion Payout Shift the Debate

Commerzbank urges shareholders to reject UniCredit's all-share offer, citing a 15% discount to market price, as record quarterly profits and a €2.7B capital return bolster its stand-alone case.

The battle for Commerzbank intensifies just days before its annual general meeting in Wiesbaden, where shareholders will weigh a record quarterly performance and a generous capital return against a deeply discounted all-share bid from UniCredit. The Italian lender’s offer, valuing each Commerzbank share at roughly €31.07, sits nearly 15% below the current market price of €36.23–€36.41 — a gap that underscores why management is urging investors to reject the approach.

UniCredit formally launched its unsolicited offer on 5 May 2026, proposing 0.485 new UniCredit shares for each Commerzbank share. The Italian group now controls 29.99% of Commerzbank’s equity, directly and through financial instruments, but expects the takeover process to be finalised only in 2027 due to pending regulatory approvals. The acceptance period has been extended and is now expected to run until 3 July 2026.

Commerzbank’s board and supervisory board are preparing a formal reasoned statement under Section 27 of Germany’s Securities Acquisition and Takeover Act (WpÜG), which is due before the AGM. The bank’s leadership has already signalled its opposition, describing UniCredit’s plan as vague, fraught with implementation risks and reliant on misleading presentations. The core argument: shareholders are being asked to cede control and upside potential without receiving any takeover premium. Chancellor Friedrich Merz has backed that stance, branding UniCredit’s approach “hostile and aggressive” and declaring his “firm rejection” of the bid.

At the AGM on 20 May, the agenda reinforces the board’s independence narrative. A dividend of €1.10 per share is up for approval, with the ex-dividend date set for 21 May and payment due on 26 May. Shareholders will also vote on authorising further share buybacks of up to 10% of share capital. Together with buybacks already completed worth roughly €1.5 billion, the bank plans to return a total of around €2.7 billion to shareholders for the 2025 financial year.

Management has unveiled its own strategic counter-proposal, “Momentum 2030”, which targets a net profit of €5.9 billion by the end of the decade and a return on equity of 21%. For 2026 alone, the board is aiming for at least €3.4 billion in net profit, while €600 million has been earmarked for artificial intelligence investments through 2030.

The numbers supporting the stand-alone case are compelling. In the first quarter, operating profit rose 11% year-on-year to €1.358 billion — the best quarterly result in the bank’s history. Net profit after tax and minorities reached €913 million, and net fee and commission income hit a fresh record of €1.102 billion. The share price has surged roughly 41% over the past twelve months, comfortably above its 200-day moving average.

With the WpÜG statement expected before Wednesday’s AGM, shareholders will for the first time hold an official, detailed assessment from both the board and the supervisory board. The outcome of the vote and the subsequent response from UniCredit will set the tone for the remaining months of the tender offer, as the bank’s record figures and ambitious targets make the argument for independence increasingly hard to ignore.