German Government Refuses to Sell Its Commerzbank Stake, Thwarting UniCredit’s Squeeze-Out Ambitions

German government's refusal to sell its 12% stake prevents UniCredit from reaching the 90% threshold; UniCredit now controls 39.28% voting rights but faces political opposition and no clear path to control.

Berlin has drawn a firm red line in the takeover battle for Commerzbank, refusing to offload its roughly 12% holding to UniCredit. The decision effectively kills any chance of the Italian lender securing the 90% threshold needed to force out minority shareholders. Government officials described UniCredit’s strategy as unworkable, particularly for the German bank’s critical lending to small and midsized enterprises.

UniCredit has nonetheless continued to build influence. The regular acceptance period for its exchange offer ended on 16 June 2026, drawing in 12.51% of Commerzbank shares. Combined with its existing holdings, the Milan-based group now controls 39.28% of voting rights. That figure rises to 42.5% when derivatives are included, and could climb further to 44.33% once Commerzbank completes its planned share buyback and cancellation. The Italians extended the offer’s post-acceptance window until 3 July, with final results scheduled for 8 July.

The market response has been muted. Commerzbank shares slipped 1.12% on Monday to €37.90, landing just below the recent 52-week high of €38.85. The offer’s implied value of €38.57 per share is only marginally above the current price, which explains why management continues to urge shareholders not to tender. Analysts noted the absence of a sweetened bid from UniCredit, dampening hopes of a quick premium-driven rally.

Berlin’s veto provides the Commerzbank board with political cover. The government made clear it has no intention of selling its stake, arguing that UniCredit’s approach poses a risk to the lender’s Mittelstand franchise. The bank’s own “Momentum 2030” strategy, which aims to boost value organically, now enjoys even stronger backing from Frankfurt. For the time being, the combination of a reluctant state and an unpersuaded shareholder base leaves UniCredit with significant influence but no clear path to operational control.

The stock remains in a firm uptrend nonetheless. At €37.90 it trades comfortably above its 50-day moving average of €36.18, a technical indicator that has kept buyers engaged. With the final tender count due in early July and the political standoff unresolved, investors are left watching for any shift in Berlin’s stance – or a higher offer from Milan.