Berlin Weighs Rewriting Takeover Rules as Commerzbank Pushes On With €1.2 Billion Buyback

Berlin weighs tightening takeover rules as UniCredit's premium-free bid nears the 30% threshold that would remove any mandatory offer obligation.

Germany's Finance Ministry is examining whether the country's takeover law needs tightening, a review prompted by UniCredit's incremental advance on Commerzbank. A ministry spokesperson confirmed to Handelsblatt that officials are still assessing whether legislative changes are warranted, and the review has yet to conclude.

At the heart of the political debate is the architecture of UniCredit's offer. By May 2026 the Italian lender had assembled a stake just shy of 30 percent in the Frankfurt-based bank, then launched a voluntary takeover bid carrying no meaningful premium to the share price at the time. If the transaction closes as expected before year-end, UniCredit will cross the 30 percent reporting threshold — and under German law that removes any obligation to make a later mandatory offer. From that position, the majority shareholder could keep buying stock on the open market and gradually take full control.

The playbook is not new to German capital markets. Frasers used a similar route when building its stake in Hugo Boss, and MediaForEurope did the same at ProSiebenSat.1.

Weidmann Leads Pushback on Missing Control Premium

Opposition to the practice has been building among those affected. Commerzbank supervisory board chairman Jens Weidmann spoke out sharply against it back in August, arguing that UniCredit was pursuing a majority with a financially unattractive bid while denying existing shareholders a fair control premium. Jurisdictions such as the United States and the United Kingdom apply stricter standards in such situations, offering shareholders more protection against these kinds of offers.

Berlin's stance toward the Italian plans has also hardened. Finance Minister Lars Klingbeil met UniCredit CEO Andrea Orcel on 14 September and laid out specific conditions for any takeover. According to Reuters, the government's central demand is that the bank retain its German identity; Berlin is also pressing for the continuation of a domestic stock exchange listing and for the protection of existing jobs. People familiar with the matter had already told Reuters on 11 September that policymakers intended to enforce these core points as UniCredit prepares its move — meaning any merger would come with substantial political strings attached.

Buyback Proceeds Regardless of Takeover Noise

Commerzbank is not waiting on the outcome. Roughly two weeks ago the bank kicked off another share buyback worth up to €1.2 billion, a program it says will wrap up by 10 February 2027 at the latest. Alongside these capital measures, the lender published a voting rights notification under the Securities Trading Act on 9 September, underscoring that management is sticking to its previously outlined plans for returning capital to shareholders.

Investors, meanwhile, are taking Berlin's initiative in stride. Commerzbank stock slipped 0.7 percent today to €41.52, keeping the shares within reach of their 52-week high of €43.34. The prior session's close came in at €41.83, a modest 0.1 percent daily decline, while the stock has climbed 16 percent since the start of the year — a reflection of how persistently takeover interest has shaped its valuation. What concrete regulatory steps the Finance Ministry might draw from its ongoing review remains an open question.