Commerzbank's Frankfurt-Milan Tug of War Enters a New Phase as Berlin Signals a Shift

Germany invites UniCredit CEO for talks as ECB weighs approval; state stake rises to 12.6% amid takeover rule review.

The political standoff over Commerzbank's future is moving from the boardroom to the chancellery, with Berlin's posture toward UniCredit's creeping advance showing signs of thaw. Finance Minister Lars Klingbeil has invited UniCredit chief Andrea Orcel to the capital on 14 September for talks on the potential takeover — a move Reuters reports marks a departure from the government's previously unyielding opposition. A government spokesperson was quick to clarify that Chancellor Friedrich Merz has no plans for his own discussions with the Italian lender's leadership, while underscoring Commerzbank's pivotal role in financing Germany's Mittelstand from its Frankfurt base.

The invitation lands as supervisory board chairman Jens Weidmann presses the government from the opposite direction. Weidmann is urging Berlin to hold onto its roughly 12 percent stake — a position that would make the state a counterweight to UniCredit's ambitions — and is calling for a fundamental review of Germany's takeover rules. His argument rests on a striking asymmetry: UniCredit has secured access to nearly 50 percent of Commerzbank's shares, yet of the 73 percent of shares technically available for tender, only 18 percent were actually offered up. Weidmann contends the Italian bank achieved effective control through an unattractive bid that failed to include a proper control premium.

The arithmetic behind that access is shifting in ways that favor Milan. Commerzbank recently completed the cancellation of roughly 46.6 million of its own shares, equivalent to 4.14 percent of share capital. That mechanical adjustment reduced the number of voting shares to 1,080,847,095 — and without UniCredit buying a single additional share, its calculated reach over the bank's capital climbed from 47.59 percent to 49.65 percent. The same move nudged the federal government's residual stake upward to 12.6 percent on a purely mathematical basis.

Weidmann's critique finds support in the behavior of independent shareholders. By the close of the acceptance period on 3 July, only 2.7 percent of unaffiliated institutional and retail investors had tendered their shares — evidence, in his view, that the offer held little appeal beyond UniCredit's pre-existing holdings. The supervisory board chief's push for a reassessment of takeover law comes at a delicate moment, with the regulatory clock now running. Germany's financial watchdog BaFin deemed UniCredit's application for a majority stake complete in early August and forwarded it to the European Central Bank, which has 60 working days to rule. An internal Supervisory Board document, reported by Bloomberg and Reuters, suggests the ECB is leaning toward approval. Orcel himself anticipates a green light possibly in the fourth quarter of 2026, while market observers expect control to pass in the autumn or by early December.

Investors, for their part, appear untroubled by the political maneuvering. The stock closed Friday at 40.30 euros, up 0.8 percent on the day and 2.0 percent higher over seven trading sessions. The shares sit just 1.7 percent below their 52-week high of 41.00 euros, reached only in late August, and trade 5.1 percent above their 50-day moving average of 38.34 euros. From the October 2025 low, the equity has recovered 39 percent, with a 12 percent gain since the start of the year. The rally has been buttressed by a strong second-quarter showing — net profit of 898 million euros, up 94 percent year-on-year and ahead of analyst forecasts — delivered roughly a month ago, after which the stock added 6.8 percent.

A separate legal cloud hovers over the bank's reputation: charges have been filed against several former Commerzbank employees in connection with historical Cum-Ex dividend-stripping trades. Details on the scope or potential financial consequences for the bank remain thin, but the proceedings are likely to shadow the company's public profile in the months ahead.

The near-term calendar offers clear milestones. The 14 September meeting between Klingbeil and Orcel in Berlin comes first, followed by Commerzbank's appearance at the Bank of America Financials CEO Conference on 26 September. Third-quarter results are due 26 November. Whether the Berlin encounter produces genuine political opening for UniCredit — or merely confirms the government's continued reticence — remains the central question. Weidmann's demand for a takeover-law overhaul, meanwhile, would be a lengthy legislative undertaking that seems unlikely to influence the ECB's imminent decision.