Regulators in Rome and Frankfurt Tighten the Screws on UniCredit’s Commerzbank Takeover

UniCredit's bid for Commerzbank faces escalating capital demands from Banca d'Italia and ECB, while Commerzbank files market manipulation allegations. Political hurdles and a July 3 deadline heighten uncertainty.

UniCredit’s pursuit of Commerzbank is no longer just a test of shareholder patience. It has become a regulatory minefield, with supervisors on both sides of the Alps piling on capital demands that threaten to make the deal far more expensive than Andrea Orcel ever anticipated. At the same time, Commerzbank’s management has launched a counter-offensive, accusing the Italian lender of market manipulation.

The Banca d’Italia struck first. The Italian central bank classifies UniCredit as systemically important and has required an additional capital buffer of 1.25% of risk-weighted assets since the start of 2026. That levy — already in force — restricts the financial firepower UniCredit can deploy as it builds out its Commerzbank position. After the initial acceptance period, the Milan-based bank controls roughly 42.5% of Commerzbank shares, including those held directly and via derivatives.

Now the European Central Bank is circling. On Tuesday, Orcel acknowledged that the ECB could conclude UniCredit already exerts de facto control over Commerzbank. Such a finding would force UniCredit to hold additional hard core equity buffers — precisely the outcome Orcel had hoped to sidestep through a more gradual accumulation. Since Commerzbank carries a balance sheet of €609 billion, any full consolidation would hammer UniCredit’s common equity tier one ratio.

While the regulatory net tightens, Commerzbank is hitting back hard. Chief executive Bettina Orlopp and her team have accused UniCredit of spreading misleading information about the tender quotas. According to the Frankfurt-based lender, the reported acceptance rates do not come from free-float shareholders but overwhelmingly from banks acting as counterparties in UniCredit’s equity derivative positions. Commerzbank has handed the case to Germany’s BaFin, which is now reviewing the claims.

Political obstacles also remain. The German government owns roughly 12% of Commerzbank, meaning UniCredit cannot — for now — muster the 90% voting rights needed for a squeeze-out of minority holders. Commerzbank’s board continues to push for independence, maintaining share buybacks to tighten the free float and support the stock price. Operationally, the bank is targeting a net profit of at least €3.4 billion by 2026.

Despite the noise, the stock has held up well. On Wednesday, shares changed hands at €38.13, notching a slight daily gain and sitting just shy of the 52-week high of €38.85. The year-to-date advance stands at nearly 33%. The 50-day moving average of €36.25 offers technical support, and the price remains well above the implied level of any takeover offer.

The window for a decision is closing. UniCredit’s extended acceptance period for its takeover offer runs until July 3, 2026. By then, the outcome of the BaFin review and the ECB’s final stance on capital requirements will determine whether Orcel can afford to go further — or whether the deal quietly unravels under the weight of regulatory capital.