Commerzbank’s Defenders Dig In as Regulators Probe UniCredit’s Social Media Gambit

Germany's BaFin and ECB investigate UniCredit's ad campaign as Commerzbank posts record profits and rejects the Italian lender's hostile bid.

The battle for Commerzbank is escalating on multiple fronts, with Germany’s financial watchdog now scrutinising the Italian suitor’s marketing tactics just weeks before a series of make-or-break corporate events.

Europe’s central bank and Germany’s BaFin have opened an investigation into UniCredit’s advertising methods, triggered by a now-deleted Facebook post that directly courted Commerzbank shareholders. The regulators are examining whether the campaign breached transparency and disclosure rules, adding a fresh layer of tension to what was already an increasingly hostile takeover saga.

The probe comes hot on the heels of UniCredit’s formal rejection of Commerzbank’s standalone strategy. On 20 April, Commerzbank chief executive Bettina Orlopp dismissed the Italian lender’s “Commerzbank Unlocked” restructuring blueprint as a speculative attempt lacking concrete measures, implementation costs or a timeline. The plan had promised to lift Commerzbank’s net profit to €5.1 billion by 2028.

UniCredit, which now holds nearly 30% of Commerzbank — roughly 27% directly and a further 3% through financial instruments — launched an unsolicited takeover offer on 16 March 2026. The all-share bid values each Commerzbank share at 0.485 UniCredit shares, equivalent to around €30.80 at the time of announcement. That sits well below the average analyst price target of approximately €38, leaving the Frankfurt-based lender’s management unimpressed by what they see as effectively no premium.

Record results bolster the defence

Commerzbank is leaning heavily on its own performance to repel the advance. The bank posted its best-ever operating result for the 2025 financial year, with profits climbing 18% to €4.5 billion. Every self-imposed growth target was either met or exceeded, giving management a powerful argument against what they characterise as an unnecessary and risky merger.

The resistance extends far beyond the boardroom. The German government retains a stake of just over 12% and has no intention of selling. Chancellor Friedrich Merz delivered a blunt message at the banking association’s annual reception: “We firmly reject hostile, aggressive behaviour.” Works council chief Sascha Uebel described UniCredit’s approach as “damaging to business” — particularly for medium-sized corporate clients and employees.

Analyst confidence persists

Despite the uncertainty, several analysts remain bullish on Commerzbank’s standalone prospects. RBC upgraded the stock to “outperform” with a €43 price target, citing expectations of a sustainably rising return on equity. Shareholders are also eyeing the proposed dividend of €1.10 per share, which will be put to a vote at the annual general meeting.

The stock itself has been buffeted by the takeover drama. At €33.94, Commerzbank shares trade roughly €9 below the analyst consensus and about 10% off their 52-week high. The stock has slipped 7% since the start of the year, though it still shows a hefty 44% gain over the past twelve months. On a weekly basis, the shares lost nearly 6% in the most recent trading session.

A packed calendar

The coming weeks will test the resolve of both sides. UniCredit’s own shareholders vote on 4 May on the capital increase needed to fund the exchange offer. Three days later, on 8 May, Commerzbank will publish its first-quarter results alongside an updated strategic roadmap running to 2030 — a crucial moment for management to demonstrate that the business model can thrive without Italian involvement.

The annual general meeting follows on 20 May. Investors wanting to vote must hold their shares by the record date of 28 April. That gathering will reveal whether enough shareholders find UniCredit’s bid attractive despite the lack of a meaningful premium, and whether the wall of opposition from management, labour and the government can hold firm.