Commerzbank Questions UniCredit’s Takeover Tally as Independence Campaign Intensifies

Commerzbank CEO tells 500,000 private investors to reject UniCredit's hostile bid, arguing it undervalues the bank. Germany's 12% stake blocks full takeover; profit target raised.

Bettina Orlopp is making a direct plea to the more than 500,000 private investors who hold shares in Germany’s second-largest listed bank. In an open letter circulated this week, the chief executive urged them not to tender their stock into the hostile offer from Italy’s UniCredit, arguing that the Milan-based lender’s bid fundamentally undervalues the franchise. Her appeal comes with just days left before the extended acceptance deadline expires on 3 July.

The numbers behind the tender offer have become a point of fierce contention. After the regular acceptance period closed on 16 June, UniCredit reported that 12.51% of Commerzbank shares had been tendered. Orlopp flatly rejects that figure, maintaining that only about 1% of independent private and institutional investors actually handed over their paper. The bulk of the tendered shares, according to the Frankfurt management, came from banks and derivative counterparties with close ties to UniCredit — not from genuine support among the broader shareholder base.

UniCredit is offering 0.485 of its own shares for each Commerzbank share, a swap that Orlopp says fails to reflect the long-term value of the institution. The chief executive has also questioned whether the Italian group has a coherent plan for the Commerzbank business model. Analysts broadly agree: the average price target on the stock sits well above the implied offer level, giving shareholders little incentive to sell at current terms.

The German government remains a formidable obstacle to any full takeover. The federal republic owns roughly 12% of Commerzbank and has publicly signaled it will not accept the offer. That block alone complicates UniCredit’s path to control, even if the overall acceptance rate climbs by the final deadline.

Meanwhile, Commerzbank is leaning heavily on its own strengthening performance to bolster the independence argument. In May the board lifted its full-year profit target to at least €3.4 billion, and shareholders have already received a dividend of €1.10 per share for last year. The annual general meeting also cleared the way for additional share buybacks, part of a strategy that aims for a return on tangible equity of 21% by 2030 and a cost-to-income ratio of 43%.

The stock market has taken a watchful stance. Commerzbank shares closed at €37.12, just 4.5% below the 52-week high of €38.85 recorded on 19 June. Over the past twelve months the stock has gained nearly 39%, while the relative strength index sits at a neutral 51.4, suggesting no immediate overbought pressure. On Wednesday the share price edged 1.46% lower to €37.13, barely moved by the ongoing uncertainty.

The final acceptance figure from the extended offer is expected on 8 July. If the take-up falls short of UniCredit’s expectations, attention will quickly shift back to operating fundamentals. Commerzbank is due to publish its second-quarter interim report on 6 August, a report that will test whether the “Momentum 2030” independence strategy can deliver the numbers to match the rhetoric.