Commerzbank’s €36.41 Share Price Turns Up Heat on UniCredit as Board Opinion Remains a No-Show

Commerzbank stock at €36.41 vs UniCredit's €31.07 bid. CEO Orlopp bets on cost cuts, AI, record profits. Formal defense opinion due before May 20 AGM.

The gap between Commerzbank’s market value and UniCredit’s takeover offer is becoming the defining story of the hostile bid. With the German lender’s stock changing hands at €36.41 – a 41.5% advance over the past twelve months – the Italian bank’s all-share proposal of 0.485 new papers for each Commerzbank share was last worth just €31.07 when the offer document landed on May 5. Even at a more recent revaluation of around €35 per share, the bid still falls short of where public investors are pricing the stock.

That chasm forms the core of Commerzbank’s defence. Chief executive Bettina Orlopp is betting that a combination of brutal cost-cutting and a generous capital return programme will convince shareholders to stay independent rather than hand control to Milan. The bank plans to eliminate roughly 3,000 positions, leaning heavily on artificial intelligence to automate IT infrastructure and call centre operations. External contractor agreements will be slashed, though Orlopp has vowed to avoid compulsory redundancies among permanent staff. Around €600 million has been earmarked for AI investments through to 2030.

The numbers coming out of Frankfurt give Orlopp firepower for her argument. First-quarter operating profit rose 11% year-on-year to €1.358 billion – the best quarterly result in the bank’s history. Net income after minorities reached €913 million, while the net fee and commission income hit a record €1.102 billion. Management is targeting at least €3.4 billion in net profit for the full year 2026. Wednesday’s annual general meeting on May 20 will hear a proposed dividend of €1.10 per share plus a renewed authorisation to buy back as much as 10% of outstanding capital. Combined with earlier buybacks totalling around €1.5 billion, Commerzbank plans to return roughly €2.7 billion to shareholders for the 2025 financial year.

Yet the formal board opinion that investors need to weigh all this against the UniCredit bid has yet to appear. The reasoned statement required under §27 of the German Securities Acquisition and Takeover Act is still being finalised. It is expected on either May 18 or May 19 – just days before the AGM – and will lay out in detail why management believes the stand-alone strategy delivers more value than accepting the Italian offer. The bank’s camp argues that shareholders would be giving up control and further upside without receiving any takeover premium.

Berlin is providing political cover. The federal government still owns about 12% of Commerzbank and backs the current defence. Chancellor Friedrich Merz has publicly described UniCredit’s approach as “hostile and aggressive” and rejected it “resolutely”. Orlopp herself took aim at the European Central Bank, accusing its representatives of being too sympathetic toward cross-border bank mergers.

On the technical side, the RSI of 83 suggests the stock is heavily overbought, indicating that the market has already priced in an improved offer or a successful defence. UniCredit’s acceptance period is expected to run until July 3, 2026, with regulatory approvals likely pushing the deal’s closure into 2027. The next key catalyst will be the board’s formal statement: the more precisely Commerzbank can draw the line between the offer price, the current market price and its own strategic roadmap, the heavier the pressure on UniCredit to sweeten its terms.