Commerzbank's Defence Holds Firm as BaFin Slaps Down UniCredit's Social Media Blitz

Germany's regulator halts UniCredit's ad campaign calling Commerzbank 'unsafe,' as shares trade 15% above offer price and political backlash grows.

Germany’s financial regulator has forced UniCredit to pull a series of online advertisements that labelled Commerzbank “neglected,” “unsafe,” and “short-term oriented,” marking a rare intervention in the hostile takeover battle. The BaFin order, issued under Section 28 of the Securities Acquisition and Takeover Act, effectively silenced the Italian lender’s public relations offensive just as the fight for control of Germany’s second-largest private bank enters a critical phase.

The regulatory rebuke came as Commerzbank’s stock traded at €35.48 on Tuesday, a level that sits roughly 15% above UniCredit’s public offer of €31 per share and underscores the widening gap between market reality and Andrea Orcel’s bid. The shares have climbed nearly 18% over the past 30 days, and with a 48% gain year-to-date, the price action has handed Frankfurt’s defenders a powerful argument against the Italian bank’s hostile overtures.

A Political Vacuum and a Growing Backlash

Frankfurt financial circles are growing increasingly vocal about what they see as Berlin’s silence in the face of a creeping takeover. Calls are mounting for Chancellor Merz to directly engage Orcel and signal the government’s commitment to keeping Commerzbank independent. The federal government, which holds just over 12% of the bank, remains the second-largest shareholder and has publicly opposed a sale, but critics say quiet diplomacy is no longer enough.

Orcel’s public attacks have only hardened resistance. After the UniCredit chief branded Commerzbank’s business model “overdimensional, fragmented and risky,” the Frankfurt-based lender’s management pushed back sharply, arguing the criticism reflected a fundamental misunderstanding of Germany’s corporate banking network. In their view, that expertise cannot be replicated through an acquisition.

Cost-Cutting Plans Take Shape

Behind the scenes, Commerzbank is preparing a fresh round of cost reductions as part of its updated “Momentum” strategy. The scale of the job cuts remains unclear — works council chief Sascha Uebel must be consulted — but he has signalled that an independent Commerzbank would face far smaller headcount reductions than a bank absorbed by UniCredit.

The bank already agreed in early 2025 to eliminate 3,900 full-time positions by 2028, mostly in Germany, through socially acceptable measures such as phased retirement and early retirement. The total workforce of roughly 36,700 was expected to remain broadly stable under that plan. Any new cuts would add to those numbers, though the final tally depends on negotiations with labour representatives.

Record Earnings and a May Strategy Day

Commerzbank’s operating profit for 2025 jumped 18% to €4.5 billion, a historic high that bolsters management’s argument that the bank is thriving independently. On May 8, the board will present updated financial targets and a strategy through 2030, which should clarify how ambitious the new cost-cutting programme will be and whether the targeted cost-income ratio of 54% remains achievable.

The coming weeks are packed with pivotal events. UniCredit holds an extraordinary general meeting on May 4 to vote on next steps in the Commerzbank takeover, including a possible capital increase. The following day, the Italian lender reports first-quarter results, which will reveal how much financial firepower Orcel has for a sweetened offer. Market observers are also watching Delfin, the Italian holding company that owns a stake in UniCredit, as potential sales of other holdings could free up additional liquidity for Orcel’s consolidation strategy.

Economic Headwinds Complicate the Calculus

The macroeconomic backdrop adds another layer of uncertainty. A European Central Bank survey of 161 banks, conducted between March and April 2026, found that eurozone lenders plan to tighten credit standards further in the second quarter, citing geopolitical tensions, energy prices, and higher refinancing costs. Nowcast data from Germany’s economics ministry points to a 0.2% contraction in GDP for the second quarter of 2026 — hardly the environment for a smooth integration of two large lenders.

UniCredit currently controls 29.99% of Commerzbank’s capital, a threshold carefully chosen to avoid triggering a mandatory takeover offer under German law. The bank holds more than a quarter of that in shares, with the remainder via derivatives. Crossing the 30% mark would force a full bid, and with the stock trading well above the current offer, Orcel faces mounting pressure to raise his price or risk losing momentum entirely.