Commerzbank’s May Showdown Looms as UniCredit Crosses 30% and BaFin Steps In

UniCredit crosses 30% threshold in Commerzbank, forcing a takeover offer by May 5. Bank of America upgrades shares to Buy with €42 target amid a packed calendar of pivotal events.

UniCredit has pushed its stake in Commerzbank past the critical 30% threshold, triggering a mandatory takeover offer that will set the stage for a decisive month of corporate drama. The Italian lender now controls 32.64% of the German bank, comprising a direct equity holding of roughly 27% and additional financial instruments. The formal bid is expected on 5 May.

The escalation comes despite a regulatory intervention: Germany’s BaFin slapped down UniCredit’s social media advertising campaign last Friday, deeming certain promotional materials unsolicited. The watchdog’s move temporarily eased the pressure on Commerzbank’s management, which is racing to convince shareholders that independence offers greater value.

Record Date Sets the Voting Battlefield

Today marks the record date for Commerzbank’s annual general meeting on 20 May in Wiesbaden — a gathering that promises to be anything but routine. Shareholders registered by the close of business will vote on a slate of proposals, including a dividend hike to €1.10 per share from last year’s €0.65, new authorisations for share buybacks, and a total capital return of roughly €2.7 billion, equivalent to the full net profit before restructuring costs.

CEO Bettina Orlopp is preparing an updated strategy through 2030, designed to demonstrate that Commerzbank can deliver superior returns as a standalone entity. Management has argued that talks with UniCredit have yet to show sufficient added value beyond the bank’s own plans. UniCredit counters with its “Commerzbank Unlocked” blueprint, which emphasises deep restructuring and cost efficiency.

Bank of America Sees 42-Euro Potential

Amid the takeover jockeying, Bank of America has upgraded Commerzbank shares from “Neutral” to “Buy”, slapping a €42 price target on the stock. Analyst Tarik El Mejjad forecasts annual earnings growth of more than 20% over the next five years, driven by aggressive capital returns. The bank’s projections suggest distributions could slightly exceed earnings over the next two years, potentially amounting to nearly one-third of the current market capitalisation within three years.

The stock closed at €34.75 on Monday, up 2.39%, comfortably above its 200-day moving average of €33.46. However, the relative strength index hit 79.3, signalling technically overbought conditions. The shares have gained roughly 50% over the past year, reflecting the premium the market has baked in from the takeover battle.

A Calendar Packed With Pivotal Dates

The coming weeks will test both sides’ strategies. The timeline is dense:

• 4 May: UniCredit holds an extraordinary general meeting to approve a planned capital increase.
• 5 May: The expected launch of the formal takeover offer for Commerzbank.
• 8 May: Commerzbank reports first-quarter 2026 results and unveils its updated strategy to 2030.
• 20 May: Commerzbank’s AGM, where shareholders vote on the dividend and other resolutions.

Analysts project full-year earnings of around €3.03 per share for 2026. The Q1 numbers on 8 May will provide the first hard evidence of whether Orlopp’s standalone vision can match the profitability targets that Bank of America and others are betting on.

With the takeover offer, strategy presentation and quarterly results compressed into less than two weeks, the fate of one of Germany’s largest lenders could be decided before the month is out.