UniCredit’s Offer Attracts Just 1.1% as Commerzbank Board Sanctions Knof and Stock Nears Highs

Only 1.1% of Commerzbank shares tendered in UniCredit exchange offer, forcing extension. Strong earnings and buybacks fuel standalone optimism, while board penalizes ex-CEO for secrecy.

The attempted takeover of Commerzbank by UniCredit is heading nowhere fast. Only 1.1 percent of the German lender’s share capital has been tendered into the Italian bank’s exchange offer, forcing UniCredit to extend the acceptance period until 3 July. The reason is straightforward: the implicit value of the deal — 0.485 UniCredit shares per Commerzbank share — falls well short of the market price. Commerzbank stock closed Friday at €36.91, a gain of 0.63 percent on the day, and sits barely 2.2 percent below its 52-week high of €37.75.

Shareholders are instead betting on Commerzbank’s standalone strength. First-quarter profit jumped 11 percent to €1.4 billion, with net income reaching €913 million. Management has laid out a 2026 earnings target of at least €3.4 billion, backed by a record dividend of €1.10 per share — up from €0.65 a year earlier — and a total €2.7 billion share buyback programme. Both the Vorstand and the Aufsichtsrat criticised the UniCredit offer as too low, lacking a control premium and containing vague integration plans. The 1.1 percent uptake suggests the market agrees.

The board’s resolve on independence was underscored this week by an unusual punitive measure. Former CEO Manfred Knof had his compensation slashed by 30 percent after failing to report a meeting with UniCredit’s CEO Andrea Orcel in a timely manner — a rendezvous that took place before the Italian bank made its advances public. Financial circles view the sanction as a clear signal that the supervisory board will not tolerate transparency lapses, especially when the bank’s strategic autonomy is under threat. The episode reinforces the tough line Commerzbank is taking as it fends off Milan’s overtures.

Despite the internal upheaval, the stock has remained resilient. Since the start of the year, Commerzbank shares have added 1.1 percent; over twelve months the gain swells to 39 percent. The relative strength index sits at 72.5, indicating overbought territory, but analysts still see further upside, with a consensus price target of €37.00. The average target leaves almost no gap to the current price, suggesting the market already prices in a successful defence.

What happens next depends on several moving parts. The European Central Bank could provide fresh signals on interest rates in the coming week — a key factor for Commerzbank’s net interest margin. Chancellor Friedrich Merz is expected at the Ostdeutsches Wirtschaftsforum in Bad Saarow on Tuesday, where the political dimension of the takeover battle may surface. Commerzbank will also appear at a Goldman Sachs conference in Zurich on 4 June, an opportunity to spell out further details of its “Momentum 2030” strategy. For UniCredit, the 3 July deadline leaves time to improve the terms or step up dialogue. But as long as Commerzbank’s share price stays comfortably above the offer’s implied value, a breakthrough remains a long shot.