Commerzbank’s Stand-Alone Pitch Gets a May 8 Deadline as UniCredit’s All-Share Offer Lands

UniCredit shareholders approve capital increase for Commerzbank bid; all-share offer at 0.485 ratio faces resistance from Frankfurt and German government.

UniCredit has cleared its final internal hurdle for a takeover of Commerzbank, with shareholders in Milan approving a capital increase that paves the way for a formal offer expected as early as Tuesday. The Italian lender now controls nearly one-third of its German rival and is targeting a majority stake of at least 51 percent.

The extraordinary general meeting on Monday gave the green light for the issuance of up to 470 million new UniCredit shares. The board will decide on the exact pricing and volume, but the structure is already set: a pure share swap offering 0.485 UniCredit shares for each Commerzbank share. When first flagged in March 2026, that valued the deal at roughly €35 billion. Since then, Commerzbank’s stock has climbed sharply, pushing its market capitalisation to around €40 billion — meaning the offer now sits noticeably below the current trading price.

Commerzbank closed Monday at €33.99, having gained about 40 percent over the past twelve months. The stock has been highly volatile, with an elevated relative strength index signalling an overbought condition. On Tuesday, shares slipped 2.8 percent to €34.24, leaving them down 6.2 percent year-to-date despite the strong annual performance.

Frankfurt’s Defence Takes Shape

Commerzbank’s management is pushing back hard. Vice chairman Michael Kotzbauer criticised the lack of a premium in the all-share offer, arguing it short-changes shareholders. The bank’s leadership is also warning that a tie-up could dismantle its business model and is insisting on independence.

The real counterpunch is expected on Friday, when chief executive Bettina Orlopp presents first-quarter results. Analysts anticipate an upgrade to the 2026 profit targets, designed to demonstrate that Commerzbank can generate higher returns on its own. A strategy update will accompany the numbers, reinforcing the stand-alone argument.

The German government, which still holds about 12 percent of Commerzbank, has so far refused to sell its stake, providing political cover for the defence. Institutional investors, controlling roughly 37 percent of the shares, form the pivotal group that UniCredit must win over.

Regulatory Tailwinds for Milan

UniCredit chief Andrea Orcel is keeping his options open. He plans a four-week acceptance period, which could be extended by two weeks if the terms are adjusted. He has ruled out walking away, saying “the numbers support this stance.” Notably, the bank’s own proxy materials warned that expected synergies and efficiency gains might not materialise — a rare admission of risk.

The European Central Bank’s top supervisor, Claudia Buch, has added a layer of complexity by criticising the fragmented European banking market and calling for more cross-border consolidation. That regulatory stance works in UniCredit’s favour, even as Berlin remains opposed.

Key Dates Ahead

Shareholders are also watching the annual general meeting on May 20, where a dividend of €1.10 per share is up for approval. Combined with share buybacks, Commerzbank plans total distributions of roughly €2.7 billion.

If the formal offer lands on May 5 as expected, the acceptance period would close around late June or July 2026, with a final deal completion unlikely before 2027. Analysts have set an average price target of €38 to €40 for Commerzbank shares, suggesting the market sees room for further upside — whether as a stand-alone entity or as part of Orcel’s expanding European empire.