Commerzbank’s Near-Blank Cheque for Independence Undermined by a 0.006% UniCredit Tender

Only 0.0059% of Commerzbank shares tendered to UniCredit's bid, while 99.64% voted for stand-alone plan, backed by record Q1 profit and €2.7bn shareholder returns.

Just 0.0059% of Commerzbank shareholders have tendered their shares to UniCredit’s takeover offer, according to the first acceptance tally released on 12 May, while the bank’s annual meeting two days ago delivered a 99.64% mandate for management to stay the course. That chasm between a near-unanimous vote for the stand-alone plan and a whisper-thin tender rate underscores the depth of shareholder scepticism towards the Italian bid.

The dividend vote, passing with 99.88% approval, sets the stage for a €1.10-a-share payout – almost double last year’s €0.65 – totalling roughly €1.2 billion. Combined with two completed buyback programmes worth around €1.5 billion, Commerzbank is returning approximately €2.7 billion to shareholders for the 2025 financial year. The dividend is due on 26 May 2026. New authorisations to repurchase up to 10% of share capital also won clear majorities, though future buybacks remain contingent on consent from the ECB and Germany’s financial agency.

UniCredit, which has built a 38.9% voting stake through direct holdings and derivatives, chose to skip the AGM entirely. Its offer of 0.485 new UniCredit shares for each Commerzbank share runs until 16 June, with a possible extension to 3 July. Both the Commerzbank board and supervisory board have formally recommended rejection, arguing in their 18 May statement that the bid lacks an adequate premium, fails to reflect the bank’s fundamental value, and carries significant execution risks. Completion of any deal, UniCredit itself has conceded, is unlikely before 2027 because of protracted regulatory approvals.

Commerzbank’s operating performance provides ammunition for the defence: first-quarter 2026 operating profit surged 11% to a record €1.4 billion, prompting the bank to lift its full-year profit target to at least €3.4 billion. Management has set its sights on a net profit of €5.9 billion by the end of the decade, alongside a 21% return on equity. The stock, which had been trading near its 52-week high of €37.75 before the AGM, dropped around 4% on Thursday as the €1.10 dividend adjustment took effect, leaving the shares at €35.68. Over the past twelve months, they are still up almost 37%.

Technical indicators had been flashing overbought ahead of the ex-dividend move, with the relative strength index reaching 81, well above the 70 threshold. The stock now sits more than 10% above its 200-day moving average, suggesting that the post-AGM vote of confidence may already be priced in. The focus now shifts to the remaining weeks of the offer period, where the near-zero acceptance rate will either hold and hand management a definitive victory, or climb as institutional holders weigh the risk of sitting on an illiquid position if UniCredit walks away.