Commerzbank’s Robust Q1 and Dividend Surge Give Ammo in Takeover Battle as BaFin Probes UniCredit’s Tender Tactics

Commerzbank calls on BaFin to probe UniCredit's tender claims, citing inflated shareholder support via derivatives. Dividend hike and strong Q1 earnings bolster defense against low-ball offer.

The Commerzbank takeover drama took a fresh twist this week when the bank called in Germany’s financial watchdog to examine the credibility of UniCredit’s touted success in its hostile bid. At the heart of the dispute is a stark gap between perception and reality: the Italian lender claimed on 2 June that 7.58% of Commerzbank shares had been tendered, but Frankfurt’s management argues that figure is heavily inflated by derivative-related positions, not genuine shareholder support.

According to Commerzbank, roughly 2.06 percentage points of that total come from Nomura, acting as a derivatives counterparty for UniCredit itself. Retail investors, by contrast, accounted for a mere 0.05% of tendered shares. The message to the BaFin is clear: UniCredit’s announcement paints a misleading picture of market acceptance. The regulator must now decide whether the Italian bank breached transparency rules, a ruling that could influence the remaining days of the offer period, which runs until 16 June.

Dividend growth adds weight to the defence

While the board has publicly urged shareholders to reject the exchange offer — 0.485 UniCredit shares for each Commerzbank share, a package valued below the current market price — the bank is also letting its numbers do the talking. At the annual general meeting on 20 May, shareholders approved a dividend of €1.10 per share for the 2025 financial year, a 69% jump from the prior year and a clear signal of confidence. With the stock trading at €36.39, the yield sits at around 3%, but analysts already pencil in a rise to €1.51 for 2026, lifting the yield above 4%.

The dividend hike comes on the back of a powerful first quarter. Commerzbank posted an operating result of €1.4bn in Q1 2026, while net profit climbed 9% year-on-year to €913m. Management lifted its full-year net income guidance to at least €3.4bn. The longer-term “Momentum 2030” strategy targets a net profit of €5.9bn and a return on tangible equity of 21% — ambitions that lend credibility to the board’s claim that the bank is worth more alone than what UniCredit is offering.

Why the offer fails to entice

The arithmetic alone explains why independent investors are staying away. Commerzbank stock closed at €36.30 on the latest trading day, while the implied value of UniCredit’s tender is lower — shareholders tendering would lock in an immediate loss. Still, UniCredit has achieved a strategic objective: by pushing its total stake (direct holdings plus tendered shares) to 34.4%, it has crossed the 30% threshold and removed the obligation to launch a mandatory bid for future open-market purchases. That gives the Italian lender increased flexibility to keep buying shares without triggering further regulatory hurdles.

JP Morgan rates Commerzbank neutral with a price target of €37.00, just a whisker above the current level and well below the 52-week high of €38.15, set in early June. The share price has held steady near its highs, underpinned by the operational momentum and the belief that UniCredit’s below-market bid will not secure the kind of control it craves.

A dividend story with a twist for long-term investors

For those building a retirement-focused portfolio, Commerzbank offers an unusual mix of dynamic payout growth and high-stakes M&A speculation. Unlike the steady, high-yield payers such as Intesa Sanpaolo (which pays a 6.5% dividend with semi-annual distributions) or Barclays (where buybacks bulk up total shareholder returns), Commerzbank’s dividend history is less consistent, but the current trajectory is compelling. The near?term risk is tied to the takeover outcome: a successful UniCredit bid could disrupt payout policy, while a failed bid leaves the bank fully independent and able to pursue its aggressive capital return plans.

With the BaFin probe hanging over UniCredit’s communications and the acceptance deadline fast approaching, the next fortnight will be decisive. Commerzbank’s management is betting that strong earnings and a rising dividend will keep shareholders on side — and that the regulator will reinforce the message that takeover transparency cannot be massaged by derivative mechanics.