Commerzbank Stock’s 40% Surge and Merz’s Rebuke Put UniCredit Offer Under the Microscope at Shareholder Meeting

Commerzbank shares trade 14% above UniCredit's all-share bid at €36.15. Board to issue formal rejection before May 20 AGM as political opposition mounts. Shareholders weigh dividend and buyback plan.

The Commerzbank stock has rallied more than 40% over the past twelve months, leaving UniCredit’s all-share offer looking increasingly inadequate as shareholders prepare to gather for the annual meeting on May 20. The formal board opinion on the bid, required under German takeover law, is expected within days and will set the tone for what promises to be a contentious gathering in Wiesbaden. At Friday’s close, the shares stood at €36.15 – a full 14% above the current value of the Italian lender’s proposal.

UniCredit is offering 0.485 of its own shares for each Commerzbank share, worth approximately €31.07 and containing no cash component. The Milan-based bank has already built a 29.99% foothold through direct holdings and financial instruments, giving it significant influence even without a majority. But Commerzbank’s management has publicly dismissed the bid as vague and laden with implementation risks, and the upcoming opinion under section 27 of the Wertpapiererwerbs- und Übernahmegesetz is expected to echo that rejection.

Political resistance adds another layer of complexity. Chancellor Friedrich Merz has branded UniCredit’s approach “hostile and aggressive,” and the federal government has made clear its opposition to a takeover of a systemically important German lender. Those headwinds, combined with the valuation gap, mean UniCredit faces a protracted timeline: the extended acceptance period runs until July 3, 2026, and the bank itself anticipates regulatory clearance no earlier than 2027.

The board is using the shareholder meeting to underline the bank’s standalone strength. It has proposed a dividend of €1.10 per share for the past financial year, payable the day after the meeting. Shareholders will also be asked to approve a new authorization for share buybacks. Together with already completed programmes, Commerzbank aims to return around €2.7 billion to investors for the 2025 financial year – a figure management hopes will convince holders to wait for a better offer.

The bank’s operational performance supports that argument. First-quarter earnings before taxes and provisions reached €1.358 billion, net profit after minorities hit €913 million, and commission income climbed to a record level. These results reinforce the message that Commerzbank can generate substantial shareholder value on its own.

The stock’s technical picture, however, suggests some caution. The relative strength index has surged to 83.3, deep into overbought territory. The share price trades comfortably above its 50-day moving average of €33.52. While the twelve-month gain stands at 40.5%, the year-to-date performance is slightly negative at minus 0.99%, indicating that the recent rally may be losing momentum.

As the AGM convenes, the central question is whether shareholders will back the board’s payout strategy and hold out for a higher bid, or whether UniCredit’s creeping control will eventually force a deal. The board has made clear it will not negotiate without “an attractive premium and a clear strategic plan,” and the political climate offers little encouragement for the Italian suitor. With the formal opinion due imminently, the battle for Commerzbank is entering its most critical phase.