With Just 1% Accepting, UniCredit's Commerzbank Bid Faces Mounting Headwinds from Shareholder Loyalty and Record Payouts

UniCredit's €34.56/share offer for Commerzbank sees just 1.06% acceptance; BlackRock trims stake as management urges independence on strong earnings.

UniCredit’s campaign to win over Commerzbank shareholders is off to a tepid start. Barely one week before the exchange offer expires on 16 June, only 11.97 million shares — a mere 1.06% of the German lender’s capital — have been tendered. That figure, accurate as of 26 May at 14:00 Frankfurt time, stands in stark contrast to the Italian bank’s disclosed overall position of 38.87%, which includes both directly held shares and derivative instruments.

The gap between UniCredit’s total position and the actual acceptance rate is widening because the former largely reflects its own accumulated stake, not shareholder enthusiasm for the offer. The Italian giant directly holds 26.77% of Commerzbank shares and another 12.10% via instruments, including total return swaps covering 3.22% of voting rights. A separate tranche of instruments accounts for 10.70% of voting rights. Together, these numbers paint a picture of UniCredit's ambition, but the low take-up rate tells a different story about how existing investors view the bid.

Among those investors is BlackRock, the world’s largest asset manager and a long-term Commerzbank backer. In a recent regulatory filing, BlackRock nudged its stake down from 5.12% to 5.05% — a minor adjustment that keeps it firmly in the shareholder register. Of that, 4.54% is held directly in shares and 0.51% via instruments. The move signals continued confidence in Commerzbank’s standalone prospects, even as the takeover drama unfolds.

UniCredit did notch a procedural victory on 29 May, securing clearance from Serbia’s competition authority. But the deal still hinges on multiple other regulatory approvals: merger control green lights, foreign trade law permits, an EU foreign subsidies review, and supervision sign-offs. The European Central Bank must also confirm that statutory changes linked to the planned capital increase pass muster. None of those hurdles have been cleared yet.

Commerzbank’s management, meanwhile, is fighting hard to keep the company independent. In a joint statement published 18 May, the board and supervisory board urged shareholders to reject the offer, arguing that UniCredit is offering neither a fair premium nor a coherent strategic plan. The implied offer value on 15 May stood at €34.56 per share, while Commerzbank’s stock closed that day at €36.48. On Friday, the shares traded at €36.95, up 0.74% for the session and 4.56% over the past 30 days, though a relative strength index of 72.5 suggests the rally may be overstretched.

To back up its independence case, Commerzbank points to its own financial momentum. First-quarter operating profit jumped 11% to €1.4 billion, while net income rose 9% to €913 million. The bank raised its full-year outlook to at least €3.4 billion. These figures were reinforced by an emphatic shareholder vote at the annual general meeting on 20 May, where 99.88% approved a dividend of €1.10 per share for the 2025 fiscal year.

That dividend is part of a broader payout offensive. Together with two completed share buyback programmes totalling around €1.5 billion, Commerzbank is returning roughly €2.7 billion to shareholders. At the AGM, investors also authorised further share repurchases, with approval rates of 96.25% and 97.79% for the two relevant motions. Management has signalled it intends to keep increasing such returns in coming years, a clear challenge to UniCredit’s contention that the bank is worth more in a merger.

The clock is now ticking down to the 16 June midnight deadline. Until then, the acceptance rate will remain the most telling metric of the offer’s success. At just 1%, it suggests that Commerzbank’s own story — backed by record capital distributions, a robust operating performance, and loyal institutional holders like BlackRock — is resonating far more effectively than UniCredit’s pitch.