Commerzbank’s 16.8 Billion Euro Revenue Ambition Dwarfs UniCredit’s Offer as Shareholders Stay Away

Despite Berlin's neutral stance and Commerzbank's record Q1 earnings, UniCredit's all-stock offer fails to attract shareholders as valuation gap persists.

Commerzbank’s shareholders have delivered a clear verdict on UniCredit’s takeover bid: barely 1.1% of the bank’s shares have been tendered, a figure that underscores the yawning gap between the offer’s implied value and the stock’s market price. The price finished last week at €36.91, up 2.07% over the week and 0.63% on Friday alone, comfortably ahead of the offer’s implied worth of around €34.56 as of mid-May.

The meagre acceptance rate is a stinging setback for UniCredit chief Andrea Orcel, who needs to persuade investors to swap each Commerzbank share for 0.485 of his own bank’s stock. With UniCredit’s own shares trading below levels that would make the exchange attractive, the calculus remains unfavourable. Barclays analyst Flora Bocahut, who rates Commerzbank overweight with a €42 target, outlined two potential routes to success: either UniCredit’s share price rises to about €80, or Commerzbank’s standalone strategy delivers on its promises. For now, the latter seems far more probable.

A record quarter and a bold 2030 blueprint

Commerzbank is not waiting passively. In the first quarter of 2026 it posted a record operating result of €1.4 billion, while net income reached €913 million. Management responded by raising its full-year net profit target to at least €3.4 billion. The board’s “Momentum 2030” strategy goes further, targeting revenues of €16.8 billion, group profit of €5.9 billion and a return on tangible equity of 21% by the end of the decade. For 2027 and 2028, executives have pledged to distribute 100% of adjusted net income to shareholders.

Those ambitions are backed by an already generous payout. For 2025, Commerzbank returned a total of €2.7 billion to shareholders, including a record dividend of €1.10 per share – up from €0.65 the previous year – alongside completed share buybacks. The board and supervisory board had previously criticised the UniCredit offer for lacking a premium and offering only vague integration plans, a view the market appears to share.

Berlin steps aside as the clock ticks

The political backdrop has shifted decisively in UniCredit’s favour, yet it has not moved the needle. Chancellor Friedrich Merz has ruled out deploying “Golden Power” veto powers or increasing the state’s 12.7% stake to block the deal. The decision, he insists, rests squarely with shareholders. That hands-off stance removes a potential obstacle but does nothing to close the valuation gap.

Technically, the stock is showing signs of strain. While the share price has risen 13.58% since entering a long-term uptrend on 8 April 2026 and sits 9.70% above its 200-day moving average, the short-term picture is more cautious. The price is only 2.20% above its 20-day average of €36.22, and the relative strength index stands at 72.5, flirting with overbought territory. The 52-week high of €37.75 is just 2.2% away.

Next steps in the battle

The regular acceptance period for the offer expires at midnight on 16 June 2026, but UniCredit has already extended the deadline to 3 July. Even if the offer succeeds, the Italian lender does not expect to close the deal before 2027 because of pending regulatory approvals. Meanwhile, Commerzbank will present further details of its strategy at a Goldman Sachs conference in Zurich on 4 June, and second-quarter results are due on 6 August.

For now, the ball remains firmly in UniCredit’s court. As long as Commerzbank’s share price stays above the offer’s implied value, the likelihood of a successful takeover remains low. Shareholders appear to be betting that the bank’s own ambitious growth story will prove more rewarding than any deal from Milan.