Commerzbank’s Shareholder Veto Leaves UniCredit Scrambling as ECB Meeting Nears

Only 1.1% of Commerzbank shareholders tendered shares; strong earnings and dividends bolster resistance, while ECB rate decision looms.

The market has delivered a blunt verdict on UniCredit’s hostile pursuit of Commerzbank: barely 1.1% of shareholders have tendered their stock into the offer. With Commerzbank’s shares trading at €37.61, just a whisker below the 52-week high of €37.75, the implicit value of UniCredit’s all-share bid — 0.485 of its own shares for each Commerzbank share, worth only €34.56 on 15 May — looks increasingly threadbare. The gap has only widened since then, leaving the Italian lender’s approach stranded at the starting gate.

The rejection is grounded in hard numbers. Commerzbank posted a record operating profit of €1.4bn in the first quarter of 2026, with net income reaching €913mn, an 11% jump from the prior year. Management promptly raised its full-year guidance to at least €3.4bn in net profit, up from the earlier target of more than €3.2bn. Longer term, the bank’s strategic plan targets a net profit of €5.9bn and a return on equity of 21% by 2030. Such forecasts make UniCredit’s offer, which the board and supervisory board unanimously reject as financially inadequate, look like a bid for control without a premium.

Shareholders are also being rewarded handsomely while they wait. A dividend of €1.10 per share won 99.88% approval at the annual general meeting, and two completed share buybacks totaling €1.5bn bring the total capital returned to investors for the 2025 financial year to €2.7bn. That cash flow provides a powerful reason to hold firm.

All eyes now turn to the European Central Bank’s rate decision on 11 June. The deposit rate has been held at 2.00% for six consecutive meetings, but money markets are pricing in a 75% probability of an increase this time, partly driven by expectations that eurozone inflation for May will come in around 3.0%. A hike would immediately bolster Commerzbank’s net interest income from its deposit book, though it would also raise funding costs for corporate and retail clients. The bank’s own economist, Marco Wagner, sees a rate rise as likely, especially if geopolitical tensions around the Strait of Hormuz persist. Should the ECB instead cut rates, that would roil the banking sector and force both sides to rethink their positions.

Meanwhile, the external environment is mixed. US tariffs are biting less severely than feared earlier in 2025: the effective rate now stands at nearly 7%, not the 20% to 25% originally anticipated, thanks to judicial limits and numerous exemptions. Still, the drag remains well above previous levels, and Commerzbank’s corporate clients continue to feel the uncertainty. The German government has stepped back from the fray — Chancellor Merz has ruled out deploying state defences or raising the 12.7% public stake — leaving the outcome entirely in shareholder hands.

UniCredit’s path looks no easier even if it can coax more acceptances before the extended deadline on 3 July. The Italian group does not expect the deal to close before 2027, as various regulatory approvals still need to be secured; it recently obtained clearance from Serbia’s competition authority, but that is just one brick in the wall. With the stock trading comfortably above the offer price and the ECB decision likely to reinforce Commerzbank’s earnings narrative, UniCredit’s bid is fast becoming a test of patience the market seems unwilling to take.