UniCredit Tightens Its Grip on Commerzbank as May Becomes a Make-or-Break Month

UniCredit boosts Commerzbank stake to 32.6%, triggering a May showdown with a formal offer on May 5, as Berlin and Commerzbank resist the €35 billion takeover bid.

The battle for Commerzbank is entering its most critical phase yet. UniCredit has pushed its stake in the German lender to 32.6%, up from 29.3%, according to a voting rights disclosure published on Thursday. The move inches the Italian giant closer to the threshold where a takeover becomes all but irreversible, and sets the stage for a high-stakes series of events in May.

Orcel’s Timeline Crystallises

UniCredit chief Andrea Orcel has now locked in the formal offer date. The takeover bid for all outstanding Commerzbank shares will be published on 5 May, with a four-week acceptance period that can be extended by an additional two weeks if adjustments are needed. The day before, on 4 May, UniCredit shareholders will vote on the necessary capital increase at an extraordinary general meeting.

The terms are already set. UniCredit is offering 0.485 new shares of its own stock for each Commerzbank share, valuing the total transaction at roughly €35 billion. Orcel, in an interview with the Frankfurter Allgemeine Zeitung, described the consolidation process as “unstoppable” and left the door open to improving the offer terms — provided constructive talks materialise in the coming weeks.

Berlin and Commerzbank Dig In

The German government, which still holds around 12% of Commerzbank, remains firmly opposed to a full takeover. Chief executive Bettina Orlopp has consistently defended the bank’s independence, arguing that UniCredit’s bid fails to demonstrate sufficient value creation compared with the standalone strategy.

Commerzbank’s board has rejected the offer outright, citing a lack of a market-standard premium and UniCredit’s repeated unilateral actions that have eroded mutual trust. The bank is also sharpening its own defence. According to a Handelsblatt report, it is preparing further job cuts as part of its “Momentum” strategy update. The exact number of redundancies remains under negotiation with employee representatives. Works council chief Uebel has acknowledged that cuts are coming but expects them to be far less severe than under a takeover scenario. Orcel has estimated that a successful acquisition could lead to roughly 7,000 full-time job losses in Germany.

The Calendar of Confrontation

Three pivotal dates now crowd the first half of May. On 8 May, Commerzbank will release its first-quarter results along with an updated strategy through 2030. A day later, on 9 May, the ordinary annual general meeting takes place in Wiesbaden. And on 5 May, UniCredit’s formal offer lands — meaning the bank’s shareholders will have to weigh the bid against the new strategic outlook almost simultaneously.

At the AGM, shareholders will vote on a dividend proposal of €1.10 per share and authorisation for further share buybacks. With UniCredit now holding enough voting rights to block any resolution requiring a three-quarters majority, the meeting is shaping up as a proxy for the power struggle ahead.

Market Reaction Muted Despite Strategic Significance

The market’s response to UniCredit’s latest stake increase was surprisingly subdued. Commerzbank shares closed down 0.68% at €35.21 on Thursday, and were trading around €34.74 earlier in the session — a decline of roughly 2%. The relative strength index has climbed to 80, a level that typically signals an overbought stock.

Over the past twelve months, however, the shares have surged roughly 50%, reflecting the takeover speculation that has gripped the stock. The rally has been fuelled by the prospect of a premium, but the lack of a clear bid premium in UniCredit’s current offer has left some investors questioning whether the price has run ahead of reality.

What Comes Next

The next few weeks will determine whether Orcel’s push for consolidation succeeds or stalls. Commerzbank’s management is betting that its updated strategy and improved financial targets, expected alongside the first-quarter numbers, will convince shareholders that independence offers greater value. UniCredit, meanwhile, is betting that its stake-building and the sheer scale of its offer will eventually force a deal.

With the AGM, the offer publication, and the quarterly results all falling within a single week, May promises to deliver the clearest picture yet of whether Commerzbank will remain a standalone German lender or become part of a pan-European banking giant.