Nomura Builds 8.11% Stake as Commerzbank Faces Pivotal Quarter Against UniCredit’s Hostile Bid

Commerzbank reports Q1 earnings today as UniCredit's exchange offer deadline looms, with Nomura emerging as an 8.11% shareholder and Berlin backing independence.

The clock is ticking for Commerzbank. With UniCredit’s formal exchange offer now on the table and the deadline for acceptance set for June 16, the German lender is preparing to deliver its first-quarter results today in what could be a defining moment for its independence campaign.

Nomura Holdings has emerged as a significant new force in the shareholder lineup, reporting a voting rights stake of 8.11 percent as of April 30. The Japanese financial house holds 3.43 percent directly in shares and another 4.68 percent through equity swaps maturing between May 21 and June 1. That positions Nomura as a key player alongside UniCredit, which already controls roughly 25 percent, and the German government with its remaining 12 percent stake.

Analysts are penciling in earnings per share of €0.746 for the first quarter, a modest uptick from €0.730 a year earlier. Revenue, however, is expected to slide to €3.25 billion — a headline drop of nearly 47 percent that the bank will need to explain as a methodological distortion rather than a sign of underlying weakness. For the full year 2026, the consensus view sees EPS jumping to €3.03 from €2.06 in 2025, a leap that management must back up with convincing quarterly numbers.

UniCredit fired its opening salvo on May 5, offering 0.485 of its own shares for each Commerzbank share in a pure equity swap with no cash component. At current market prices, that values the Frankfurt-based lender at roughly €31 to €34.50 per share — a discount of up to 15 percent to where the stock is trading. Commerzbank shares closed yesterday at €36.43, about 9 percent above their 200-day moving average but still 3.5 percent shy of the 52-week high. The average analyst price target stands at €38.94, with most rating the stock a “buy.”

The gap between UniCredit’s implied offer and the market price tells two stories. Either investors expect UniCredit chief Andrea Orcel to sweeten the deal, or they are betting that Commerzbank can go it alone. The bank’s board, led by CEO Bettina Orlopp and supervisory board chairman Jens Weidmann, is reviewing the offer document and will issue a formal opinion as required by law.

Berlin has made its position clear. Chancellor Friedrich Merz has publicly criticised the Italian bank’s approach, warning of a destruction of trust, while the government signals a preference for keeping Commerzbank independent as a lender to Germany’s Mittelstand. The BaFin, Germany’s financial regulator, has already stepped in to ban misleading communications related to the takeover battle.

Commerzbank is not waiting passively. On May 8, it will present its first-quarter results alongside an update to its “Strategy 2030” plan — timing that is anything but coincidental. The stock has rallied roughly 51 percent over the past twelve months, trading well above its 200-day average of €33.58, a level that reflects the takeover premium baked into the price.

The annual general meeting on May 20 adds another layer of drama. Shareholders will vote on a proposed dividend of €1.10 per share for the 2025 financial year, along with authorisation for share buybacks. Both measures are designed to burnish Commerzbank’s appeal as a standalone entity and put additional pressure on UniCredit to improve its terms.

UniCredit, for its part, is not standing still. The Italian bank reported a record net profit of €3.2 billion for the first quarter — a deliberately set benchmark that underscores its financial firepower. With the acceptance window now open and less than six weeks to run, the question is whether Commerzbank chief Manfred Knof can convince shareholders that the bank’s own growth story is worth more than what Milan is offering.