Commerzbank’s Record Quarterly Earnings Bolster Independence Case as UniCredit Bid Attracts Negligible Takers

Only 0.0059% of shareholders accepted UniCredit's low offer. Commerzbank fights back with Momentum 2030, €600M AI investment, record Q1 earnings, and higher dividends.

Barely 0.0059% of Commerzbank shareholders have accepted UniCredit’s hostile all-share offer — a figure that renders any analyst assessment almost moot. The Italian lender’s bid, which values each Commerzbank share at around €31 based on the exchange ratio of 0.485 new UniCredit shares, sits below the €36.40 at which the Frankfurt-based bank’s stock has consistently closed since the offer’s announcement. The message from the market is unambiguous: the price is too low.

Commerzbank’s board has branded the proposal an “opportunistic attempt”, pointing to the absence of a meaningful premium and high execution risks. Yet UniCredit already controls roughly 26.77% of Commerzbank’s capital directly and has secured access to an additional 8.88% through total-return swaps, giving it a powerful blocking stake. The Italians do not expect any transaction to close before 2027, but the acceptance period runs until 3 July 2026.

Momentum 2030: AI investment and job cuts as a defence line

Management under CEO Bettina Orlopp is fighting back with a strategic blueprint dubbed “Momentum 2030”. The plan targets a net profit of €5.9 billion and a return on equity of 21% by the end of the decade. For the current year, the bank now expects earnings of at least €3.4 billion, up from earlier guidance. A centrepiece of the overhaul is a €600 million investment in artificial intelligence, which from 2030 is projected to contribute roughly €500 million annually to operating profit while freeing up capacity.

That transformation, however, carries a human toll. On top of previously announced reductions, a further 3,000 full-time positions are slated for elimination. The bank has agreed with the Verdi union to avoid compulsory redundancies, instead relying on partial retirement and phased retirement schemes that will cost around €450 million.

Record Q1 provides bargaining power

The defence narrative gains credibility from the strongest quarterly performance in the bank’s recent history. Operating profit rose 11% year-on-year to a record €1.4 billion in the first three months of 2026, while net commission income hit an all-time high. Net profit climbed roughly 10% to €913 million, and revenues advanced 4.8%. The results have prompted analysts to pencil in price targets well above the current share price: Deutsche Bank Research sees €40, Bank of America €42 and RBC Capital Markets €43.

On 20 May, shareholders gather in Wiesbaden for the annual general meeting, where they will vote on a proposed dividend of €1.10 per share — up sharply from €0.65 a year earlier — and a fresh authorisation to buy back up to 10% of the bank’s equity. Together with two completed buyback programmes, total shareholder returns for the last financial year would amount to roughly €2.7 billion. Management is betting that this payout offensive, combined with the record Q1 numbers, will convince investors that staying independent is worth more than UniCredit’s bid. They have signalled a willingness to negotiate if the Italian lender improves its financial terms, but for now the strategy is one of outright rejection backed by strong operational momentum.