Commerzbank’s Independence Case Hardens as UniCredit’s Hostile Offer Attracts Just 0.02% and Stock Enters Overbought Territory

UniCredit's all-share offer for Commerzbank gains only 0.02% acceptance; Commerzbank lifts profit guidance, returns €2.7B to shareholders, and sets 2030 targets.

UniCredit’s all-share bid for Commerzbank is struggling to gain any meaningful traction. A first update on the tender, released on 19 May, showed that only 0.02% of Commerzbank shares had been tendered. Under the terms of the hostile offer, UniCredit is exchanging 0.485 of its own shares for each Commerzbank share — with no cash component — leaving the deal priced below the current market value. The acceptance period has been extended until 3 July 2026, but even if UniCredit eventually wins over enough shareholders, regulatory approvals mean a full close is not expected before 2027.

Commerzbank’s management has been using its recent financial muscle to make the stand-alone argument more compelling. The bank delivered an operating profit of €1.36 billion in the first quarter and used that momentum to lift its net profit guidance for 2026 to at least €3.4 billion, up from a previous forecast of more than €3.2 billion. Shareholders are being rewarded handsomely: a total of €2.7 billion is being returned for the 2025 financial year, including €1.5 billion in buybacks already completed. The €1.10 per share dividend received 99.88% approval at the annual general meeting.

The payout policy is explicit: as long as the common equity Tier 1 ratio stays at 13.5%, the bank intends to distribute its entire net profit through a combination of dividends and buybacks. A fresh authorisation to repurchase up to 10% of share capital won 96.25% of votes. Longer term, the board has set ambitious targets for 2030: net profit of €5.9 billion, revenue of €16.8 billion, and a return on equity of 21%. To get there, the bank plans to invest roughly €600 million in artificial intelligence while cutting a further 3,000 full-time jobs — on top of the 3,900 reductions already announced for 2025.

Technically, the stock’s recent run now looks stretched. The shares have climbed roughly 38% over the past twelve months and are trading around €36.71 to €37.00, just shy of the 52-week high of €37.75. The relative strength index stands near 80, signalling overbought conditions. A modest pullback of around one percent on Tuesday was widely attributed to profit-taking after hitting a six-month high the previous day.

Yet analysts see further upside. Barclays retains an “Overweight” rating on Commerzbank with a price target of €42, which implies a potential gain of roughly 13% from current levels. The bank notes that the stock remains about ten percent above its 200-day moving average, suggesting the underlying uptrend is intact.

Away from the trading floor, the annual general meeting in Wiesbaden brought a sensitive personnel matter into the open. Supervisory board chairman Jens Weidmann confirmed that former chief executive Manfred Knof will see his variable bonus for 2024 cut by 30%. The penalty relates to Knof’s failure to inform the board of a meeting with UniCredit CEO Andrea Orcel at Knof’s home in September 2024, shortly after UniCredit unveiled its initial stake in Commerzbank. The management board itself received strong backing, with discharge votes ranging from 99.58% to 99.64%.

In a quirky marketing move, Commerzbank is offering a savings rate of 5% linked to the performance of the German national football team at the World Cup. The risk to the bank is minimal, but the promotional effect has been calculated to attract deposits. Separately, a new voting rights notification under the German Securities Trading Act (WpHG) was published on the day of the shareholder meeting.

With the extended acceptance deadline still weeks away and the stock technically overextended, Commerzbank’s defence rests on a combination of record returns and credible standalone targets. Whether the share price can breach the €37.75 resistance level will depend in part on how the European Central Bank’s next rate decisions shape the interest-rate environment. For now, the board’s message to investors is clear: this bank can deliver on its own.