Commerzbank Investors Face a 31.80 Euro Dilemma as UniCredit’s Hostile Bid Goes Live

UniCredit launches formal takeover of Commerzbank with all-share offer at €31.80 per share, below market price of €33.99, sparking skepticism and political resistance.

UniCredit has fired the starting gun on its formal takeover of Commerzbank, but the offer price has already fallen short of the target’s market value. The Italian lender’s shareholders gave the green light on Monday, approving a capital increase of up to 470 million new shares with a nominal value of €6.7 billion at an extraordinary meeting in Milan. The formal exchange offer, expected to land on Tuesday, will run for four weeks.

The all-share bid values each Commerzbank share at 0.485 UniCredit shares, equivalent to roughly €31.80. That is a problem. Commerzbank stock closed Monday at €33.99, down 3.5% on the day, leaving a gap of more than €2.20 per share. With a relative strength index of 88.8, the stock is technically overbought, suggesting that much of the recent rally had already priced in a premium that has not materialised. Analysts are sceptical that many shareholders will tender their stakes at such a discount.

UniCredit chief Andrea Orcel has left the door open to a “moderate” improvement if demand proves weak, though he has not specified a figure. He has also ruled out walking away, insisting that “the numbers support this stance”. The offer is structured so that UniCredit’s stake would rise above the 30% threshold, triggering a mandatory bid under German securities law. With its current holding of just under 30%, the Italian bank would gradually gain control without having to fight a full takeover immediately. Orcel plans to build the position further through open-market purchases after the offer closes.

Commerzbank Fires Back with a Rejection and a Warning

Commerzbank’s management remains defiant. Chief executive Bettina Orlopp has reiterated her opposition, and deputy Michael Kotzbauer delivered a blistering critique in the Frankfurter Allgemeine Zeitung. “What UniCredit has put on the table after 18 months and numerous meetings is a plan that dismantles the bank as it functions for its customers today — and offers our shareholders no premium for it,” he said.

The German lender has warned specifically about the consequences of integrating with UniCredit’s German subsidiary, HypoVereinsbank. It cites forced credit reductions, the loss of corporate clients, and a lack of detail from UniCredit on synergies, implementation costs or a timeline. Notably, UniCredit’s own information document for the shareholder meeting acknowledges significant risks, including the potential loss of key customers and staff, and the possibility that expected synergies and efficiency gains may not materialise.

The Political and Regulatory Chessboard

The German government, which still holds around 12% of Commerzbank, has so far refused to sell. That makes institutional investors the pivotal group. They control roughly 37% of the shares, and UniCredit must persuade them to tender — while navigating political headwinds from Berlin.

Yet the regulatory winds are blowing in Milan’s favour. European Central Bank supervisor Claudia Buch has criticised the fragmented European banking market and called for more cross-border integration. That regulatory backdrop gives UniCredit a tailwind as it presses ahead.

Commerzbank’s Countermove: Higher Targets and a Strategy Update

As a counterweight to the takeover pressure, Commerzbank plans to publish its quarterly results on May 8. It will also raise its financial targets and unveil further details of its strategic update — a bid to convince investors that independence offers better value than a tie-up with UniCredit.

The offer itself is expected to be formally launched on May 5, with the acceptance period ending in late June or July 2026. A final completion would come no earlier than 2027. For now, shareholders must decide whether €31.80 is enough — or whether they are willing to bet that Commerzbank’s standalone plan will deliver more.