Commerzbank’s Profit Forecast and Dividend Boost Underscore Defence Against UniCredit’s Offer

Commerzbank proposes €1.10 dividend and 10% buyback to defend against UniCredit's all-share bid, as stock trades 15% above offer price.

Commerzbank is heading into its annual general meeting on 20 May with a clear message for shareholders: staying independent will deliver more value than accepting UniCredit’s all-share bid. The bank’s management has proposed a dividend of €1.10 per share for the past year, up sharply from the €0.65 paid out in the prior period, and is seeking authorisation to buy back up to 10% of its own stock. The combined payout, including a total dividend of roughly €1.2 billion, is designed to cement investor loyalty at a moment when a hostile takeover looms.

The Italian lender formally launched its offer on 5 May, swapping 0.485 of its own shares for each Commerzbank share, which at the time was worth around €31.07. But the market has consistently rejected that valuation. Commerzbank stock traded at €36.76 on Thursday, gaining 1.58%, and has risen 40.63% over the past twelve months. The gap of more than 15% reflects widespread scepticism that UniCredit’s proposal will succeed in its current form.

Commerzbank’s board has yet to issue the mandatory statement under §27 of Germany’s takeover act, but the counter-argument is already well rehearsed. On 8 May the bank unveiled its updated “Momentum 2030” strategy alongside first-quarter results, promising a net profit of at least €3.4 billion this year and a target of €5.9 billion by the end of the decade. Management argues that the offer lacks a compelling industrial logic, carries significant execution risks, and offers no premium for Commerzbank’s shareholders.

Analysts are taking note. JPMorgan raised its price target from €36 to €37 while sticking with a “neutral” rating, after analyst Kian Abouhossein lifted earnings forecasts by up to 4%. RBC remains more bullish, reiterating an “outperform” call with a €43 target, citing potential improvements in cost and capital efficiency. Still, the stock’s rapid run-up has pushed the relative strength index to 83.3, a level that typically signals overheating, and the share price now stands nearly 10% above its 50-day moving average.

The timeline for the takeover battle is now coming into focus. UniCredit’s acceptance period is expected to run until 3 July, with regulatory approvals likely to push completion into 2027. In the meantime, Commerzbank’s AGM will be a key test of shareholder sentiment. Already completed buyback programmes have returned about €1.5 billion to investors since September 2025, and the new mandate would reinforce the bank’s ability to reward owners directly. For now, the board remains publicly silent on the offer, but the growing gap between the bid price and the market price suggests investors are betting on a better outcome.