Commerzbank’s Shareholders Face a Fork in the Road as UniCredit Bid Collides with Record Profits

Commerzbank proposes €1.10 dividend, €2.7B shareholder return, and unveils 'Momentum 2030' plan as it rejects UniCredit's discounted takeover offer.

The stars are aligning for a pivotal moment at Commerzbank. On Wednesday, the bank’s annual general meeting in Wiesbaden will take place against the backdrop of a hostile takeover bid from UniCredit that has already been rejected by the market. With the stock trading at €35.81 — a 47% gain over the past twelve months and well above the €31.07 implied value of UniCredit’s offer — investors have little incentive to tender their shares.

A Dividend Blitz and Buyback Mandate

Management is making sure shareholders stay happy. The board is proposing a dividend of €1.10 per share for the 2025 financial year, nearly double the €0.65 paid out for 2024. That translates to a total payout of roughly €1.2 billion. The ex-dividend date falls on May 21, with payment scheduled for May 26.

On top of that, the AGM will vote on a new authorization to buy back up to 10% of the bank’s share capital. Two completed buyback programs have already returned around €1.5 billion to investors since September 2025. Combined with the proposed dividend, total capital returned for the 2025 fiscal year reaches approximately €2.7 billion.

For 2026, the bank has pledged to distribute 100% of net profit before restructuring charges — a clear signal that management is prioritizing shareholder returns over appeasing UniCredit.

Strong Q1 Numbers Bolster the Independence Argument

The timing of the first-quarter results couldn’t be better. Operating profit hit roughly €1.36 billion, while net income climbed to €913 million — both about 10% above the year-ago period and ahead of analyst expectations. Revenue rose 4.8% to €3.2 billion, with fee income jumping 9% to €1.1 billion, driven by securities trading and bond issuance. Administrative costs fell 1.5%.

CEO Bettina Orlopp used the numbers to sharpen the bank’s defense against UniCredit’s overtures. The Italian lender, she argued, has presented a vague plan with significant execution risks — and is asking shareholders to hand over value creation potential without offering any premium.

On the back of the strong quarter, Commerzbank raised its full-year profit target to at least €3.4 billion, up from a previous forecast of more than €3.2 billion.

The 2030 Vision: A Counter-Offer to UniCredit

Orlopp also unveiled the bank’s long-term strategy, dubbed “Momentum 2030.” The ambition is to lift return on equity to 21% by the end of the decade and push net profit to €5.9 billion — more than double the 2025 figure. The message to UniCredit CEO Andrea Orcel is unmistakable: Commerzbank believes it can deliver superior value on its own.

Orcel had previously criticized the German lender for years of below-average operational performance. The new targets are designed to prove him wrong.

The Offer That Isn’t Tempting

UniCredit’s formal takeover bid, published on May 5, offers 0.485 of its own shares for each Commerzbank share. Based on the closing price on May 4, that equates to roughly €31.07 — an 8.7% discount to Commerzbank’s market price at the time. The initial acceptance period runs until June 16, with a possible extension to July 3. UniCredit doesn’t expect to close the deal until 2027, pending regulatory approvals.

The board’s formal statement under Section 27 of Germany’s securities acquisition and takeover act is still pending and is expected this week. It will mark the first official recommendation to shareholders from both management and the supervisory board.

Political headwinds remain fierce. The German government, which holds about 12% of Commerzbank’s shares, opposes the takeover, fearing a loss of control over a systemically important lender.

Technical Warning Signs

Despite the strong fundamentals, the stock’s relative strength index has hit 90, signaling an overbought condition. That leaves the shares vulnerable to a pullback if the board’s formal statement disappoints market expectations. For now, though, Commerzbank’s management is betting that record profits and a bold long-term vision will be enough to keep its independence intact.