Commerzbank Investors Spurn UniCredit's 31-Euro Offer, Endorse €2.7bn Capital Return in Landslide Vote

UniCredit’s hostile bid for Commerzbank collapses as just 0.0059% shares tendered; shareholders back €2.7bn capital return, rejecting low €31 valuation.

UniCredit’s hostile takeover bid for Commerzbank is effectively dead in the water. According to the first official update on May 12, a mere 0.0059% of Commerzbank shares had been tendered — a fraction so tiny it barely registers. The reason is straightforward: UniCredit is offering 0.485 of its own shares for each Commerzbank share, valuing the German lender at roughly €31. That sits well below the market price of €36.11 before the stock went ex-dividend — a gap of more than five euros that rational investors have no incentive to fill.

The extended acceptance period now runs until July 3, but the Italian bank faces an uphill climb. Even if UniCredit were to improve its terms, the €31 implied price remains deeply unattractive against a share that has gained 35% over the past twelve months and now trades at €35.99 after shedding 3.2% on its ex-dividend day, May 21.

Shareholders made their allegiance unmistakable at Wednesday’s annual general meeting in Wiesbaden. The €1.10 dividend for the 2025 financial year — a near-70% jump from the prior year’s €0.65 — was approved with 99.88% of votes. That payout alone returns approximately €1.2bn to owners. In addition, the board received authorization for further share buybacks of up to 10% of share capital, backed by 96.25% support. Combined with two completed buyback programmes totalling €1.5bn, the total capital return for the 2025 fiscal year reaches €2.7bn — exactly 100% of the adjusted net income.

The generosity of the payout is underpinned by strong operational momentum. In the first quarter of 2026, Commerzbank posted an operating profit of €1.4bn, up 11% year-on-year, while net income climbed to €913m. Management has raised its full-year net profit guidance to at least €3.4bn, from a previous floor of €3.2bn. The bank also targets a fully-loaded common equity tier 1 ratio above 14% by year-end — a key metric that will determine whether the European Central Bank approves any future buyback requests.

The gathering in Wiesbaden saw UniCredit CEO Andrea Orcel stay away. Outside the Congress Centre, employees waved placards reading “Unicredit go away,” while inside the hall scepticism ran high about any quick integration. Germany’s corporate sector remains firmly opposed. A FINANCE magazine survey of CFOs and treasurers, published for the third consecutive time, showed rejection levels unchanged. The management board and supervisory board reaffirmed their negative stance on the offer on May 18, citing the lack of an adequate premium and a convincing integration plan.

Even if UniCredit were to somehow revive its bid, the timeline stretches years ahead. Various regulatory approvals are still pending, and no completion is expected before 2027. For now, Commerzbank shareholders have delivered a verdict that the market has already priced in: the offer is going nowhere, and the bank’s stand-alone strategy enjoys a mandate that borders on unanimous.