Regulatory Wait Keeps Commerzbank Stock in Suspense as Works Council Mobilises Political Backing

Commerzbank shares close to record high after UniCredit's takeover offer expired, but regulatory approval may take 3–6 months amid fierce works council opposition.

Commerzbank shares ended last week at €38.67, leaving the 52-week high of €38.85 just 0.46 percent out of reach after a 2.41 percent daily gain. The price action has been buoyed by the expiry of UniCredit's takeover offer, yet the stock now faces a prolonged wait for regulatory decisions that will determine whether the Italian lender can convert its accumulated voting power into genuine control.

UniCredit disclosed that 17.6 percent of Commerzbank shares were tendered during the acceptance period that closed on 3 July 2026. Combined with its existing holdings, the Milan-based bank directly controls roughly 44 percent of the equity, and through options and other instruments it has access to more than 47 percent – and up to 49.65 percent once the German lender's own treasury shares, which carry no voting rights, are stripped out. A telling detail, however, is that institutional and private investors accounted for less than 2 percent of those tendered shares; the vast bulk came from banks and parties already aligned with UniCredit.

That concentration has done little to sway the broader free float. The offer itself contains no cash component and its implied value sits comfortably below the current market price, so retail and institutional holders have shown little appetite to sell. The real battle now shifts from the tender process to the corridors of financial regulators. UniCredit requires formal clearance from the European Central Bank's supervisory arm, as well as approval from the EU Commission for crossing the 30 percent threshold. Sources close to the process say the review could stretch three to six months.

While that clock ticks, the Commerzbank works council has escalated its resistance, calling on politicians in Berlin and Frankfurt to intervene. In a letter to employees obtained by Reuters, the council argues that "the policy is called upon" to stand firm against what it describes as a creeping, hostile takeover. It criticises the ECB for failing to signal any intention to block the deal and dismisses the notion that a merger would advance European banking union. "We reject this disguised, uncoordinated and hostile creeping approach," a separate statement added. "We do not want UniCredit and we do not need UniCredit."

The opposition is mirrored inside the bank's own management, though the tone is more measured. Chief executive Bettina Orlopp addressed employees in a video message, acknowledging that the tender outcome creates "a situation that is new for all of us" and promising to find solutions step by step. She also reminded staff that the increased stake still requires regulatory approval before UniCredit can exercise control.

Nowhere is the gulf between the parties wider than on the question of job losses. The Commerzbank management estimates a merger could eliminate 11,000 positions. The works council puts the number at 23,000, while UniCredit itself cites roughly 7,000 redundancies, mostly in central functions. The lender currently employs around 38,000 full-time staff, and it has already cut 3,000 roles this year following a 10,000-job reduction programme agreed in 2021.

For the bull case, the political and regulatory delays favour the status quo. The German government has backed Commerzbank's independence, and the board is urging shareholders to stick with a standalone strategy that it argues will create more value. The bank has confirmed its 2026 guidance and its long-term targets through 2030, with second-quarter results due on 6 August providing the next real test. Technically, the stock sits 4.84 percent above its 50-day moving average and 12.40 percent above the 200-day average, while a relative strength index of 61.7 suggests room for further upside before overbought territory.

The bearish scenario is equally plausible, however. UniCredit chief Andrea Orcel has made no secret of his ambition to forge a European banking giant, targeting billions in cost savings and a leaner Commerzbank. With nearly half the voting rights already locked up, the Italian group could use the next annual general meeting in spring 2027 to replace the current management board if it secures enough support. In the meantime, Commerzbank has flagged an unusual rise in stock lending activity around its own shares, raising questions about whether the true economic ownership of tendered stakes is murkier than disclosed. Any clarification on that front could inject a fresh layer of uncertainty.

Two calendars therefore run in parallel for the shares. The regulatory timeline – the ECB and EU Commission's verdict – competes with the operational calendar of earnings reports and business updates. For as long as neither is resolved, the 52-week high of €38.85 will remain the immediate technical resistance, while 30-day implied volatility of 22.81 percent suggests traders are bracing for swings. Which clock runs out first will decide whether Orlopp's defence or Orcel's creeping advance ultimately wins the day.