Commerzbank’s 2.7 Billion Euro Payout Falls on Deaf Ears as UniCredit Tender Stalls at 7.85%

Only 8% of Commerzbank shares tendered in UniCredit's offer, mostly by intermediaries; bank counters with €2.7B payout and rejects bid.

Commerzbank shareholders were handed a bumper 2.7-billion-euro payout plan for 2025 this week, yet the response to UniCredit’s takeover bid tells a strikingly different story: barely 8% of the shares have been tendered, and almost none of those came from private investors.

The Italian lender’s exchange offer has drawn acceptances representing 7.85% of Commerzbank’s capital, according to data released by the German bank on the back of a Reuters report. Of that total, retail investors accounted for a mere 0.04%. The overwhelming bulk was funnelled through financial intermediaries. The largest blocks were held by Verto Capital I with 2.36%, Nomura International at 2.06%, and Euroclear Bank at 1.53%. Smaller slices came from Bank of Nova Scotia (0.89%), MUFG Securities EMEA and BBVA (0.35% each), and NBC Global Finance (0.27%).

The composition raises questions about whether the acceptance rate reflects genuine investor enthusiasm or simply the plumbing of the derivatives and custody infrastructure. UniCredit had earlier reported the tender rate at 7.6% on June 2, but that figure too was almost entirely attributable to the Italian bank’s own derivative counterparties, according to Commerzbank. The lender’s management has lodged a complaint with financial watchdog BaFin, arguing that UniCredit’s portrayal of its overall stake is misleading.

UniCredit’s latest voting rights notification, filed on May 28, shows a total position of 42.09%. That breaks down into 26.77% held directly and 15.32% via instruments, including cash-settlement swaps – total-return swaps that do not automatically confer voting rights. Previously the bank had reported a combined 38.87% stake, a figure that included 34.37% in direct holdings and 16.4% in options and cash-settlement instruments. Commerzbank considers the higher 42% figure inflated because the swap component does not grant immediate control.

The offer itself – 0.485 new UniCredit shares for each Commerzbank share – was valued at roughly 31.07 euros on the May 4 reference date, well below Commerzbank’s current market price of 36.82 euros. Both the management board and the supervisory board continue to advise shareholders to reject the bid. Insider sources indicate UniCredit has no plans to improve the terms.

Against that backdrop, Commerzbank has been fighting back with an aggressive capital return strategy. For the 2025 financial year, the bank plans to distribute a total of 2.7 billion euros to shareholders, comprising a dividend of 1.10 euros per share and share buybacks of up to 10% of capital. Management’s medium-term targets include a return on equity of 17% by 2028, net income of 4.6 billion euros by that year, and further growth to 5.9 billion euros by 2030.

The first quarter of 2026 already delivered operating profit of 1.4 billion euros, prompting the board to raise its full-year outlook to at least 3.4 billion euros. A tailwind could come from the European Central Bank, which meets on June 11 and is expected to raise interest rates, further boosting Commerzbank’s net interest margin.

At the close on Friday, the stock sat at 36.82 euros, up 0.19% on the day but 3.49% below its 52-week high of 38.15 euros reached on June 1. Chart indicators show the price trading comfortably above its 50-, 100- and 200-day moving averages, while the relative strength index of 55.2 suggests no overheating. Over the past twelve months, the shares have gained roughly 32%.

The regular acceptance period for UniCredit’s offer ends on June 16. If it lapses without a meaningful increase, the market is likely to price out the takeover premium in the short term. However, the extended acceptance window runs until early July, and regulatory clearance is not expected before 2027 anyway. The key question in the coming weeks is whether any new acceptances come from independent investors – or if the intermediaries continue to dominate the tally.