Commerzbank Locks In Job Guarantee Through 2030 to Undermine UniCredit's Hostile Bid

Commerzbank formalized a job guarantee until 2030, blocking UniCredit's cost rationale. Share price trades 16% above bid; AGM Wednesday to present standalone strategy.

Just days before its annual general meeting, Commerzbank has thrown up a new obstacle to UniCredit’s unsolicited takeover approach. The German lender formalised an employment pact with the ver.di union and its works council on Friday, ruling out compulsory redundancies until 2030. Analysts see the move as a deliberate hardening of the bank’s independence stance—one that makes any integration by the Italian suitor far more costly.

UniCredit’s chief, Andrea Orcel, had flagged synergies from merging back?office and central functions as a key rationale for the deal. But with a job guarantee now cemented, those savings become much harder to realise. According to union estimates, a full combination could put up to 15,000 roles across the combined group at risk.

The market has already signalled deep scepticism about the offer’s attractiveness. UniCredit is proposing 0.485 of its own shares for each Commerzbank share—worth roughly EUR 31.07 per target share at current prices. Commerzbank’s stock closed Friday at EUR 36.15, a premium of more than 16% that reflects shareholders’ clear rejection of the paper?only swap. There is no cash alternative.

UniCredit, however, has built up a formidable foothold. By combining direct holdings and derivative instruments, the Italian bank now controls 29.99% of Commerzbank’s equity. That stake is just below the threshold that would trigger a mandatory takeover offer under German law. Politically, the approach remains deeply controversial; Chancellor Friedrich Merz has labelled it “hostile and aggressive”.

The AGM on Wednesday in Wiesbaden will provide the first major shareholder verdict since the battle began. The board is recommending a dividend of EUR 1.10 per share and is seeking authorisation for a share buy?back programme of up to 10% of the capital base. Combined with already completed repurchases, the total capital return for the 2025 financial year would reach around EUR 2.7 billion.

Chief executive Bettina Orlopp will also use the meeting to flesh out the bank’s standalone strategy. She is targeting a net profit of at least EUR 3.4 billion this year, building on a strong first quarter when earnings reached EUR 1.358 billion. Net income after minorities came in at EUR 913 million, while net fee income hit an all?time high. The numbers underline management’s argument that Commerzbank can reward shareholders without ceding control.

The regulatory front is also heating up. Orlopp issued a sharp rebuke to outgoing European Central Bank vice?president Luis de Guindos, who had criticised the bank’s resistance to a pan?European banking union. She countered that the bid contains no premium and that management sees the execution risks of UniCredit’s integration plan as too high.

The stock itself is showing signs of exhaustion after a powerful run. Over twelve months it has gained 40.50%, though it has slipped 0.99% since the start of 2025. On Friday, the relative strength index stood at 83.3—firmly in overbought territory. The price remains well above its 50?day moving average of EUR 33.52, reflecting the heightened volatility that now characterises the share.

With the shareholder vote on dividends and buy?back authorisation scheduled for 20 May, the focus shifts from defence to the raw numbers. The formal statement from the Commerzbank board on the UniCredit offer, required under Germany’s securities trading act, is still awaited and will be the week’s key document. UniCredit expects the acceptance period to run until 3 July 2026, with regulatory approvals pushing any final conclusion into 2027.

For now, the job guarantee has redrawn the battle lines. Orcel’s synergy calculus just got a good deal more expensive, and Commerzbank’s shareholders have a fresh reason to hold out.