Commerzbank Nears Record High as UniCredit's Tender Stalls Amid Shareholder Backlash

99.88% vote for higher dividend, sending stock above €37 as UniCredit's hostile offer collapses with less than 1% acceptance; CEO says bid undervalues bank.

Commerzbank shareholders have handed management a powerful mandate for independence. At the annual meeting in Wiesbaden, 99.88% of votes approved a dividend of €1.10 per share — nearly 70% higher than last year's €0.65 — sending a clear signal that the bank's standalone strategy resonates. The payout, due on 26 May 2026, forms part of a planned €2.7 billion distribution for 2025 through dividends and share buybacks, matching the full-year net profit after restructuring costs.

The resounding vote came just as UniCredit's hostile tender offer appeared to collapse. Three weeks after its launch, fewer than 1% of Commerzbank shareholders had accepted — a paltry 0.02% of the share capital by 19 May. The Italian lender, which already holds 29.99% of the equity via earlier purchases and derivative packages, now controls access rights to as much as 40.69% of voting power. But the clock is ticking: the acceptance deadline has been pushed back to 3 July 2026, and without a materially improved bid — more cash or a better exchange ratio — UniCredit is unlikely to muster the required majorities.

The stock markets took note. Commerzbank shares surged past the chart-technical resistance of €36.50 on Monday, climbing 3% to €37.25 and briefly touching the 52-week high of €37.75. The breakout has been attributed to a combination of geopolitical tailwinds — reports of a potential US-Iran framework agreement sparked a broad risk-on rally across European equities, with the DAX jumping 2% to 25,393 points — and growing conviction that Commerzbank's standalone narrative is compelling. Financial stocks were among the biggest beneficiaries of the improved sentiment.

Technicians point to the clear breach of €36.50 as a buy signal. The next hurdle is the annual peak at €37.26, already tested, with further resistance at €38.40. On the downside, €34.85 provides the first meaningful support. However, the relative strength index has climbed to 79.6, deep in overbought territory, injecting a note of caution into the short-term euphoria. Over 12 months the stock has appreciated roughly 40%, placing it nearly 11% above its 200-day moving average.

CEO Bettina Orlopp used the annual meeting to reinforce that the UniCredit offer does not reflect the fair value of the bank. Her argument is backed by a robust first quarter: Commerzbank posted a record result of around €1.36 billion, and management expects net profit of at least €3.4 billion for the full year 2026. Barclays remains an enthusiast, retaining its "Overweight" rating with a €42 price target, citing strong operational progress.

The political dimension adds another layer of complexity. The German government still holds a 12.7% stake and has repeatedly opposed a hostile takeover. Talks are reportedly underway to increase that holding to 25% — enough to secure a blocking minority — further complicating UniCredit CEO Andrea Orcel's ambitions.

Longer term, Commerzbank's "Momentum 2030" strategy aims to return roughly 50% of its current market capitalisation to shareholders. For many investors, the arithmetic of independence now looks more attractive than selling into a bid that has failed to stir interest. As the stock flirts with its highest level in a year, the market appears to be betting that Orlopp's standalone plan will win the day.