Commerzbank’s €1.2bn Dividend Payout Highlights Stand-Alone Strength as UniCredit’s Hostile Bid Fails to Gain Traction

Commerzbank shareholders approve €1.10 dividend as UniCredit’s hostile bid fails to gain traction with just 0.02% tendered; bank focuses on Momentum 2030 growth plan.

Commerzbank shareholders are collecting a bumper dividend today while the bank’s board simultaneously demonstrates its independence from a takeover bid that has barely registered with investors. The €1.10 per-share payout, approved by 99.88% of votes at the annual general meeting on 20 May, adds up to roughly €1.2bn in total cash leaving the company. Combined with completed share buybacks, the capital returned for the 2025 financial year comes to around €2.7bn – equivalent to the full net profit before restructuring charges, after deducting AT-1 coupon payments.

The generous distribution puts the board’s declared strategy in sharp relief against the backdrop of UniCredit’s hostile offer. As of 19 May, just 0.02% of Commerzbank shares had been tendered, a figure that underscores how wide the gap has become between the Italian lender’s bid price and the market’s valuation. Insiders indicate UniCredit has no intention of raising its offer, meaning the acceptance period, which runs until 3 July 2026, is likely to expire without the necessary traction. The earliest possible completion, even if the price were improved, is 2027, given the regulatory approvals still required.

Chancellor Friedrich Merz has added to the stand?alone scenario by explicitly abandoning any state?led defence. Berlin will neither activate the “Golden Power” veto rights that could block the transaction nor sell down its remaining 12% stake. Merz had earlier described UniCredit’s approach as “hostile and aggressive,” but his administration now leaves the outcome entirely to shareholders. For the bank, the removal of this protective shield is a significant shift, yet management has shown no inclination to negotiate.

The board and supervisory board continue to recommend rejection, arguing that UniCredit offered no adequate premium and produced no credible strategic plan. Instead, the leadership is championing the “Momentum 2030” initiative, which targets revenue of €16.8bn, net profit of €5.9bn and a return on equity of 21% by the end of the decade. The average analyst price target for the stock stands at around €40, with a high estimate of €44 – well above the current level.

That current level is €37.32, roughly 11% above the 200-day moving average. The stock has advanced about 40% over the past twelve months and is trading near its 52?week high of €37.75. Even so, the short?term momentum is showing signs of exhaustion: the relative strength index has climbed to almost 80, a reading that typically signals an overbought condition and may give technically?oriented investors pause.

Under the Momentum 2030 framework, the bank plans to keep rewarding shareholders. The dividend is intended to represent at least half of the total capital return in future years, and the AGM has authorised additional share buybacks of up to 10% of share capital – though those still require approval from the European Central Bank and the German Finance Agency. For now, the payout that arrived today, along with the near?total rejection of UniCredit’s offer, sends a clear message: Commerzbank’s board is betting that its own plan, not a foreign takeover, will deliver value.