Commerzbank’s Record Payout Hits Accounts as UniCredit’s Offer Stalls at 0.02%

Record €2.7B dividend flows to Commerzbank shareholders while UniCredit's takeover bid stalls with mere 0.02% acceptance rate amid strong stock performance.

The first trading day of the week brought a starkly different reality for Commerzbank shareholders. On one side, the bank’s highest-ever dividend payout began landing in portfolios. On the other, UniCredit’s takeover bid is running into a brick wall — and the numbers tell the full story.

Cash bonanza arrives as guidance gets a boost

Shareholders are receiving €1.10 per share for the 2025 financial year, nearly double last year’s distribution. The annual general meeting approved the dividend with 99.88% of the vote, and the total payout of around €2.7 billion represents the largest sum the Frankfurt-based lender has ever returned to its owners. That figure equates to 100% of net income before restructuring charges and after AT1 coupon payments.

The payout is not an isolated event. Two completed share buyback programmes totaling roughly €1.5 billion have already been executed. Together, the cash return underlines a strong underlying performance: the bank posted an operating result of €1.358 billion in the first quarter of 2026, with a Common Equity Tier 1 ratio of 14.5%. Management has lifted its full-year earnings target to at least €3.4 billion, up from a previous €3.2 billion, and set a medium-term goal of a net return on equity of roughly 21% by 2030.

Shareholders also authorised the bank to buy back up to 10% of its own share capital. Any concrete programme, however, will require sign-off from the European Central Bank and Germany’s financial agency, meaning the pace of further capital returns remains subject to regulatory oversight.

UniCredit’s lowball offer draws near-zero interest

While the cash is flowing, UniCredit’s exchange offer is falling on deaf ears. The first legally mandated interim disclosure showed an acceptance rate of just 0.02%. The Italian lender is offering 0.485 of its own shares for each Commerzbank share, a swap rate that sticks to the statutory minimum and provides no meaningful premium to current holders.

The implied value of the offer stood at roughly €34.60 in mid-May. Meanwhile, Commerzbank’s stock closed Friday’s Xetra session at €36.16 — a level that makes the bid look deeply unattractive. Over the past twelve months, the share price has climbed 36%. The relative strength index, at 80.6, signals an overbought condition, but it also underscores the powerful momentum that the stock enjoys. Technical analysts point to a strong resistance zone between €36.94 and €37.24, which has so far repelled every attempt to break higher. A sustained move above that range could open the door to the next target at €38.40, while a slide below €33.40 would be the first serious warning sign for bulls.

Management and shareholders align against the offer

Commerzbank’s board and supervisory board have advised investors to reject the bid, citing not only the lack of a premium but also an unclear industrial plan from UniCredit. The AGM threw its weight behind the stand-alone "Momentum 2030" strategy, sending a clear signal that the bank prefers independence.

The extended acceptance period is expected to run until 3 July 2026. According to insider reports, UniCredit currently has no plans to improve the terms. If that stance holds, the entire takeover attempt could collapse on the simple arithmetic of the price gap. Even if the Italian bank eventually secures enough acceptances, regulatory hurdles mean a formal conclusion is unlikely before 2027. For now, every day of trading widens the chasm between what the market thinks Commerzbank is worth and what Milan is willing to pay.