UniCredit’s Takeover Gamble Hits a Regulatory Roadblock as Commerzbank Digs In

Germany's BaFin orders UniCredit to pull ads criticizing Commerzbank, complicating CEO Orcel's hostile takeover push as a formal share-swap offer looms on May 5.

Andrea Orcel is playing the long game, but the Italian banker’s aggressive push for Commerzbank has just run into an unexpected obstacle. Germany’s financial watchdog, BaFin, has ordered UniCredit to pull a series of social media ads that painted the Frankfurt-based lender as “neglected,” “unsafe,” and “short-term oriented” while touting its own credentials as “strong” and “leading.” The regulator’s intervention, formalised in a 24 April ruling, marks a rare regulatory clampdown in the midst of a hostile takeover battle.

The ads are now offline, but the damage to UniCredit’s public relations effort may already be done. BaFin warned that any wilful breach of the order could trigger a fine, citing its powers under Germany’s securities acquisition and takeover act. For Orcel, the setback is more than a slap on the wrist — it complicates his narrative just weeks before he plans to fire the starting gun on a formal offer.

May D-Day Approaches

UniCredit intends to table its formal takeover bid on 5 May, the day after its extraordinary general meeting. The offer will take the form of a share swap, with the exchange ratio pegged to the volume-weighted three-month average price of both stocks. Orcel told the Frankfurter Allgemeine Zeitung that the process is now unstoppable, though he left the door open to improving terms if negotiations continue. Should the bid fail, he made clear that UniCredit would remain on the shareholder register as a critical investor.

The Italian lender already holds 26.77 per cent of Commerzbank’s shares directly, with derivatives pushing its economic exposure to 29.99 per cent — just a whisker below the 30 per cent threshold that would trigger a mandatory offer for all remaining shareholders.

Frankfurt Fires Back

Commerzbank’s management continues to reject the approach, criticising UniCredit for failing to provide concrete details on integration costs or timelines. Chief executive Bettina Orlopp is racing to craft a standalone defence, with an updated strategy and medium-term financial targets due on 8 May, when the bank also releases its first-quarter results.

The numbers are expected to show a bank that can go it alone. Management has set a net profit target of €4.2 billion by 2028, underpinned by cost cuts and higher fee income. But those savings come with a human cost. In February, Commerzbank announced plans to eliminate 3,900 full-time positions by 2028. Now, according to reports, that figure could rise. Works council chief Sascha Uebel acknowledged that further redundancies are likely as part of the strategic overhaul, though he argued they would be far less severe than under UniCredit’s ownership.

Berlin, which still holds a 12 per cent stake, is reportedly scouting for a “white knight” to fend off the Italian advance — though no saviour has yet emerged.

Market Sentiment Cools, but Floor Holds

The euphoria that lifted Commerzbank’s shares in recent weeks has faded slightly. The stock slipped around 3 per cent on Thursday to €34.38, though it remains up roughly 13 per cent over the past 30 days and trades well above its 200-day moving average. The relative strength index sits at 80, signalling a heavily overbought condition.

Analysts remain broadly bullish. Bank of America raised its price target to €42 with a buy rating, arguing that even in a standalone scenario, the bank holds significant value through to 2030. Deutsche Bank’s Benjamin Goy pegs fair value at €40, pointing to what he calls the “UniCredit put” — the bid prospect effectively floors the share price.

The coming days will bring clarity. UniCredit’s formal offer lands on 5 May, followed three days later by Commerzbank’s quarterly numbers and strategic update. For Orlopp, 8 May is the moment to prove that independence is not just a slogan — it is a better bet for shareholders than a tie-up with Milan.